8-KAcquisitions & DispositionsFinancial EventsExhibits & Filings

THERMO FISHER SCIENTIFIC INC. 8-K Report, Acquisition Completed (May 12, 2005)

Filed May 12, 2005For Securities:TMO

Summary

Thermo Fisher Scientific Inc. (TMO) announced on May 9, 2005, the completion of its acquisition of the Kendro Laboratory Products division of SPX Corporation for $833.5 million in cash. This strategic move is expected to bolster TMO's presence in the life sciences and drug discovery markets. The company funded a significant portion of this acquisition through a new $570 million, 364-day senior unsecured revolving credit facility arranged by JPMorgan Chase Bank, N.A., with additional funding from existing cash on hand. The acquisition integrates Kendro's laboratory equipment business, which focuses on sample preparation, processing, and storage, into TMO's Life and Laboratory Services segment. Investors should note that while the acquisition has closed, detailed financial statements and pro-forma information related to the acquired business will be filed separately as an amendment to this report. The company has also amended its purchase agreement with SPX to reflect procedural and exhibit changes related to the transaction's closing.

Key Highlights

  • 1Thermo Fisher Scientific (TMO) acquired the Kendro Laboratory Products division of SPX Corporation on May 9, 2005, for $833.5 million.
  • 2The acquisition was financed by $570 million from a new 364-day senior unsecured revolving credit facility and existing cash.
  • 3The new credit facility has a principal amount of $570 million and matures on May 8, 2006.
  • 4Interest on the credit facility can be calculated at TMO's option using LIBOR plus 0.40% or JPMCB's prime lending rate.
  • 5Kendro Laboratory Products will be integrated into TMO's Life and Laboratory Services business segment.
  • 6The company entered into an amendment to the original purchase agreement with SPX to finalize closing procedures and details.
  • 7Financial statements and pro-forma information for the acquired business will be filed in a subsequent amendment.

Frequently Asked Questions

This 8-K filing primarily announces the completion of Thermo Fisher Scientific's (TMO) acquisition of the Kendro Laboratory Products division from SPX Corporation and details the financing arrangements for this acquisition, including a new credit facility.

The acquisition was funded by $833.5 million in cash, with $570 million provided by a newly established 364-day senior unsecured revolving credit facility and the remainder funded by TMO's existing cash on hand.

The filing states that the required financial statements for the business acquired and pro-forma financial information are not included in this initial report. These will be filed by amendment as soon as practicable, no later than 71 days after the filing date of this Current Report.

The credit facility is a 364-day senior unsecured revolving credit facility maturing on May 8, 2006. It carries an interest rate option of LIBOR plus 0.40% or the prime lending rate of JPMorgan Chase Bank, N.A. The company also agreed to pay a facility fee of 0.10% per annum on commitments.