Danaher Corp., Washington, D.C., announced a definitive merger agreement with Fluke Corp., Everett, Wash. Danaher is offering Fluke shareholders a stock swap worth an estimated $625 million.

Under terms of the transaction, which has been approved by both companies' boards of directors, Danaher will give Fluke shareholders 0.4524 shares of Danaher common stock for each share of Fluke stock, which at the time of the announcement meant Fluke shareholders would receive approximately $33.39 per share. The transaction is expected to close in July.

Fluke's president and chief operating officer, David Katri, will continue to run the Fluke business and the operations management team will remain. Some executives will lose their positions, including Bill Parzybock, Fluke's chairman and chief executive, and Elizabeth Huebner, chief financial officer, said Gary Ball, manager of investor relations and public affairs, who is taking early retirement.

Fluke will continue to operate independently, said Ball. Danaher will be able to contribute considerable expertise in acquisitions. "Fluke has been looking to grow our business through internal product development, through more international opportunities, and through alliances and acquisitions," Ball said. "One thing Danaher has done over the years is they have definitely grown their business through acquisitions by acquiring companies like Fluke. We're going to be able to tap into some of that expertise and have them help us acquire companies that would be useful just for Fluke."

The ownership change should be invisible to the market, said Ball, an expectation echoed by Fluke reps, who said they're being told nothing will change in Fluke's sales organization.