8-KOther Events

THERMO FISHER SCIENTIFIC INC. 8-K Report (Oct 12, 2001)

Filed October 12, 2001For Securities:TMO

Summary

Thermo Electron Corporation announced on October 11, 2001, that its Board of Directors has approved the distribution of all shares of its wholly-owned subsidiary, Viasys Healthcare Inc., to Thermo Electron shareholders. This distribution is set to occur on November 15, 2001, with a record date of November 7, 2001. Shareholders will receive approximately 0.1428 shares of Viasys Healthcare for each share of Thermo Electron they own. The company has obtained an IRS ruling confirming the distribution will be tax-free for U.S. federal income tax purposes, with the exception of cash received for fractional shares, which will be taxable. This strategic move signifies a separation of Thermo Electron's core technology-based instruments and systems business from its medical device segment. Viasys Healthcare, which reported revenues of approximately $346 million in 2000, operates in the healthcare services sector with divisions focused on respiratory care, neuro-care, and medical/surgical products. Investors should note this as a significant corporate action that could impact the valuation and strategic focus of both entities moving forward.

Key Highlights

  • 1Thermo Electron Corporation (TMO) is spinning off its wholly-owned subsidiary, Viasys Healthcare Inc.
  • 2The distribution of Viasys Healthcare shares will occur on November 15, 2001.
  • 3Shareholders of record on November 7, 2001, will receive approximately 0.1428 shares of Viasys Healthcare for each TMO share.
  • 4The distribution is expected to be a tax-free event for U.S. federal income tax purposes, except for cash received for fractional shares.
  • 5Viasys Healthcare designs, manufactures, and markets medical devices and specialty products for healthcare services, with 2000 revenues of approximately $346 million.
  • 6Thermo Electron reported $2.3 billion in revenues in 2000 and is a global leader in technology-based instruments and systems.

Frequently Asked Questions

The main event is Thermo Electron Corporation's announcement that its Board of Directors has approved the distribution of all shares of its wholly-owned subsidiary, Viasys Healthcare Inc., to Thermo Electron shareholders.

The distribution is scheduled to occur on November 15, 2001. The record date for determining eligible shareholders is November 7, 2001.

No, Thermo Electron shareholders will not be required to take any action. Viasys Healthcare stock certificates will be delivered to the record addresses of the eligible Thermo Electron shareholders.

Thermo Electron has received a ruling from the IRS that the dividend of Viasys Healthcare shares will qualify as a tax-free distribution for U.S. federal income tax purposes. However, any cash received in lieu of fractional shares will be taxable.