8-KMaterial AgreementsExhibits & Filings

THERMO FISHER SCIENTIFIC INC. 8-K Report, Material Agreement (May 11, 2006)

Filed May 11, 2006For Securities:TMO

Summary

Thermo Fisher Scientific Inc. (then Thermo Electron Corporation) announced a significant event: the entry into a Material Definitive Agreement to merge with Fisher Scientific International Inc. This strategic move, approved by the boards of directors of both companies, involves Thermo Electron acquiring Fisher Scientific through a merger where Fisher Scientific will survive as a wholly-owned subsidiary. The transaction is valued at approximately $10.6 billion, based on Thermo Electron's stock price at the time. Each share of Fisher Scientific common stock will be exchanged for 2.0 shares of Thermo Electron common stock, with stock options and awards to be adjusted accordingly. This merger is poised to create a larger, combined entity in the scientific products and services sector. Key leadership roles in the new company have been defined, with Marijn E. Dekkers of Thermo Electron becoming CEO and Paul M. Meister of Fisher Scientific becoming Chairman of the Board. The combined company's board will consist of eight members, split between nominees from both companies. The filing also details customary representations, warranties, covenants, and conditions for closing, including regulatory and stockholder approvals. Investors should note the forward-looking statements and the extensive list of risk factors associated with such a large-scale transaction, as well as the availability of a joint proxy statement/prospectus for further detailed information.

Key Highlights

  • 1Thermo Electron Corporation and Fisher Scientific International Inc. have entered into a definitive agreement to merge.
  • 2The merger is valued at approximately $10.6 billion, with Fisher Scientific shareholders receiving 2.0 shares of Thermo Electron common stock per share.
  • 3Marijn E. Dekkers (Thermo Electron) will serve as CEO, and Paul M. Meister (Fisher Scientific) will serve as Chairman of the combined company.
  • 4The combined company's board will comprise eight members, with five nominated by Thermo Electron and three by Fisher Scientific.
  • 5The merger is subject to customary closing conditions, including regulatory and stockholder approvals from both companies.
  • 6Termination fees are stipulated for both parties under specific circumstances, with Fisher Scientific potentially paying $300 million and Thermo Electron potentially paying $200 million.
  • 7Thermo Electron's CEO, Marijn E. Dekkers, has waived accelerated vesting of his stock options solely related to this merger's 'Change-in-Control' provision.

Frequently Asked Questions

This 8-K filing announces a material definitive agreement for the merger between Thermo Electron Corporation and Fisher Scientific International Inc. It provides key details about the transaction, its valuation, leadership structure of the combined entity, and conditions for completion.

The transaction is valued at approximately $10.6 billion, based on Thermo Electron's closing stock price of $39.45 per share on May 5, 2006.

Each holder of Fisher Scientific common stock will receive 2.0 shares of Thermo Electron common stock for each share they own. Stock options and other equity awards will also be adjusted based on this exchange ratio.

Marijn E. Dekkers, currently President and CEO of Thermo Electron, will become President and CEO of the combined company. Paul M. Meister, Vice Chairman of the Board for Fisher Scientific, will become Chairman of the Board of the combined company.

The merger is contingent upon several customary conditions, including the approval of stockholders from both Thermo Electron and Fisher Scientific, receipt of necessary regulatory approvals, and the absence of any legal prohibitions. The accuracy of representations and warranties and material compliance with covenants by both parties are also conditions, subject to a material adverse effect qualification.