8-KMaterial AgreementsExhibits & Filings

THERMO FISHER SCIENTIFIC INC. 8-K Report, Material Agreement (May 24, 2011)

Filed May 24, 2011For Securities:TMO

Summary

Thermo Fisher Scientific Inc. (TMO) announced on May 23, 2011, its entry into a definitive agreement to acquire Phadia group, a prominent player in allergy and autoimmunity diagnostics, for approximately €1.052 billion in cash. This strategic acquisition also includes the repayment of approximately €1.411 billion in debt associated with Phadia. The transaction, expected to close in the fourth quarter of 2011, is subject to customary regulatory approvals in key markets including the United States, European Union, and Japan. Thermo Fisher plans to finance the acquisition using existing cash reserves and/or proceeds from a committed $3 billion bridge financing facility. This move signals Thermo Fisher's intent to significantly expand its presence and capabilities within the growing diagnostics market.

Key Highlights

  • 1Thermo Fisher Scientific to acquire Phadia group for approximately €1.052 billion in cash.
  • 2Acquisition includes the repayment of approximately €1.411 billion in Phadia-related debt.
  • 3Phadia is a global leader in allergy and autoimmunity diagnostics.
  • 4Transaction is expected to close in the fourth quarter of 2011.
  • 5Key regulatory approvals are required from the U.S., E.U., and Japan.
  • 6Thermo Fisher plans to fund the acquisition with cash on hand and/or a committed $3 billion bridge loan.
  • 7The agreement includes customary warranties and covenants, with a portion of proceeds held in escrow for warranty claims.

Frequently Asked Questions

This 8-K filing announces that Thermo Fisher Scientific Inc. has entered into a material definitive agreement to acquire the Phadia group, a company specializing in allergy and autoimmunity diagnostics.

Thermo Fisher will pay approximately €1.052 billion in cash for Phadia and will also repay approximately €1.411 billion in debt owed by Phadia. The total value considered would include both these components.

Thermo Fisher intends to use a combination of its existing cash on hand and/or proceeds from a committed bridge financing facility of up to $3 billion.

The closing of the transaction is anticipated to occur in the fourth quarter of 2011, subject to the satisfaction of certain conditions, including regulatory approvals.