Thermo Fisher Announces Pricing of $2.2 Billion Common Stock Offering

  Thermo Fisher Announces Pricing of $2.2 Billion Common Stock Offering

Business Wire

WALTHAM, Mass. -- June 7, 2013

Thermo Fisher Scientific Inc. (NYSE: TMO) (“Thermo Fisher” or the “company”)
today announced that it has priced an underwritten public offering of
25,730,994 shares of its common stock at $85.50 per share in connection with
the forward sale agreements described below. J.P. Morgan and Barclays are
acting as joint book-running managers and as representatives of the
underwriters for the offering. BofA Merrill Lynch is acting as book-running
manager for the offering. Thermo Fisher intends to use any net proceeds it
receives upon the future settlement of the forward sale agreements, or upon
any issuance and sale to the underwriters of its common stock in the offering,
to fund a portion of its previously announced acquisition of Life Technologies
Corporation (“Life Technologies”).

Offering Details

In connection with the offering of its common stock, Thermo Fisher entered
into forward sale agreements with affiliates of each of J.P. Morgan and
Barclays, which affiliates are referred to as the forward counterparties. The
forward counterparties (or their respective affiliates) are expected to borrow
from third parties and sell to the public through the underwriters up to
25,730,994 shares of Thermo Fisher’s common stock (assuming no exercise by the
underwriters of their over-allotment option described below).

Thermo Fisher also granted the underwriters a 30-day option to purchase an
additional 3,859,649 shares of common stock from Thermo Fisher to cover
over-allotments, if any. If the option is exercised, Thermo Fisher may elect,
in its sole discretion but subject to certain conditions, to issue such
additional shares of common stock directly to the underwriters or that such
additional shares of common stock be sold by the forward counterparties to the
underwriters (in which case Thermo Fisher intends to enter into additional
forward sale agreements with each of the forward counterparties in respect of,
in the aggregate, the number of shares that are subject to the exercise of the
underwriters’ over-allotment option). Thermo Fisher intends to use any further
net proceeds it receives upon the future settlement of the additional forward
sale agreements or the issuance and sale to the underwriters of its common
stock following exercise of the underwriters’ over-allotment option to further
fund the Life Technologies acquisition.

Thermo Fisher expects to settle the forward sale agreements at or around the
time of the closing of the Life Technologies acquisition, which is expected to
occur in early 2014, but in no event later than 14 months following June 6,
2013. Although Thermo Fisher expects to settle the forward sale agreements
entirely by physical delivery of shares of its common stock, it may, subject
to certain conditions, elect cash or net share settlement for all or a portion
of its obligations under the forward sale agreements. Upon any physical
settlement of the forward sale agreements, Thermo Fisher will deliver shares
of its common stock in exchange for cash proceeds at the forward sale price of
$83.2770 per share, adjusted as provided in the forward sale agreements.

The public offering is being made pursuant to an effective shelf registration
statement that has been filed with the Securities and Exchange Commission (the
“SEC”). A preliminary prospectus supplement related to the offering has been
filed with the SEC and will be available on the SEC’s website at
http://www.sec.gov. Copies of the prospectus supplement and the base
prospectus relating to these securities may be obtained from:

(i) J.P. Morgan Securities LLC by calling 1-866-803-9204, or by mail at J.P.
Morgan Securities LLC, c/oBroadridge Financial Solutions,1155 Long Island
Avenue,Edgewood, New York11717, Attn: Prospectus Department;

(ii) Barclays Capital Inc. by calling 1-888-603-5847, by mail at Barclays
Capital Inc. c/o Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, New York 11717, or by e-mail at Barclaysprospectus@broadridge.com;
or

(iii) BofA Merrill Lynch by mail at BofA Merrill Lynch, 222 Broadway, New
York, New York 10038, attention: Prospectus Department, or by e-mail at
dg.prospectus_requests@baml.com.

The public offering is subject to the satisfaction of customary closing
conditions, and there can be no assurance that the forward counterparties (or
their respective affiliates) will be able to borrow a number of shares of
Thermo Fisher common stock sufficient to cover the number of shares of its
common stock to be sold in the offering.

This press release is neither an offer to sell nor a solicitation of an offer
to buy any Thermo Fisher common stock or any other security of Thermo Fisher,
nor shall there be any sale of its common stock in any jurisdiction in which
such an offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.

Forward-Looking Statements

The company cautions that its current expectations in this release dated June
7, 2013, and the company’s plans, objectives, expectations, and intentions,
are forward-looking statements which speak only as of the date hereof. The
company does not undertake any obligation to update or revise any of the
information contained herein whether as a result of new information, future
events or otherwise. Actual results could differ materially from current
expectations due to a number of factors, including, but not limited to: the
company’s ability to complete the proposed offering; the forward
counterparties’ (or their respective affiliates) ability to borrow the offered
shares and any shares needed to cover over-allotments, if any; the
satisfaction of customary closing conditions with respect to the offering; the
need to develop new products and adapt to significant technological change;
implementation of strategies for improving growth; general economic conditions
including economic conditions in the countries in which Thermo Fisher and Life
Technologies sell products, and related uncertainties; dependence on
customers’ capital spending policies and government funding policies; the
effect of exchange rate fluctuations on international operations; the effect
of healthcare reform legislation; use and protection of intellectual property;
the effect of changes in governmental regulations; and the effect of laws and
regulations governing government contracts, as well as the possibility that
expected benefits related to the transaction may not materialize as expected;
the transaction not being timely completed, if completed at all; prior to the
completion of the transaction, Life Technologies’ business experiencing
disruptions due to transaction-related uncertainty or other factors making it
more difficult to maintain relationships with employees, licensees, other
business partners or governmental entities; difficulty retaining certain key
employees; and the parties being unable to successfully implement integration
strategies or to achieve expected synergies and operating efficiencies within
the expected time-frames or at all. A discussion of these and other factors
can be found in the company’s most recent quarterly report and other reports
filed with the Securities and Exchange Commission, including, but not limited
to, the company’s report on Form 10-Q for the quarter ended March 30, 2013.

About Thermo Fisher Scientific

Thermo Fisher Scientific Inc. (NYSE: TMO) is the world leader in serving
science. With revenues of $13 billion, Thermo Fisher has 39,000 employees and
serves customers within pharmaceutical and biotech companies, hospitals and
clinical diagnostic labs, universities, research institutions and government
agencies, as well as in environmental and process control industries. Thermo
Fisher’s products and services help customers solve complex analytical
challenges, improve patient diagnostics and increase laboratory productivity.

Contact:

Thermo Fisher Scientific Inc.
Media:
Karen Kirkwood, 781-622-1306
karen.kirkwood@thermofisher.com
or
Investors:
Ken Apicerno, 781-622-1294
ken.apicerno@thermofisher.com
 
Press spacebar to pause and continue. Press esc to stop.