Danaher

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

IRIS INTERNATIONAL, INC.
(Name of Subject Company (Issuer))

DAPHNE ACQUISITION CORPORATION
(Offeror) An Indirect Wholly Owned Subsidiary of

DANAHER CORPORATION
(Offeror)
(Names of Filing Persons (identifying status as offeror, issuer or other person))

COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)

46270W105
(CUSIP Number of Class of Securities)

Jonathan P. Graham
Senior Vice President - General Counsel Attila I. Bodi Vice President and Chief Counsel, M&A 2200 Pennsylvania Avenue, N.W., Suite 800W Washington, D.C. 20037-1701
(202) 828-0850
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

Copies to:

Daniel Wolf, Esq. David B. Feirstein, Esq. Kirkland & Ellis LLP
601 Lexington Avenue New York, NY 10022
(212) 446-4800

CALCULATION OF FILING FEE
Transaction Valuation(1)
Amount of Filing Fee(2)

$400,876,125

$45,940.40

(1) Estimated solely for purposes of calculating the amount of the filing fee. This amount is based on the offer to purchase all 20,557,750 outstanding shares of common stock of IRIS International, Inc. (“IRIS”), calculated on a fully diluted basis per information provided by IRIS, at a purchase price of $19.50 cash per share, as of September 18, 2011, the most recent practicable date. (2) Calculated in accordance with Exchange Act Rule 0-11 by multiplying the transaction value by 0.0001146.

¨ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

Amount Previously Paid: N/A Form of Registration No.: N/A

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