8-KAcquisitions & DispositionsFinancial EventsExhibits & Filings

THERMO FISHER SCIENTIFIC INC. 8-K Report, Acquisition Completed (Aug 24, 2011)

Filed August 24, 2011For Securities:TMO

Summary

Thermo Fisher Scientific Inc. (TMO) announced the completion of its acquisition of CB Diagnostics Holding AB, the parent company of the Phadia group, a leader in allergy and autoimmunity diagnostics. The transaction, valued at approximately €1.057 billion in cash plus repayment of €1.412 billion in Phadia's debt, was finalized on August 23, 2011. This strategic acquisition significantly expands TMO's presence in the diagnostics market, particularly in the growing areas of allergy and autoimmunity testing. Thermo Fisher financed the acquisition through a combination of debt offerings, including $1.0 billion in Senior Notes due 2016 and $1.1 billion in Senior Notes due 2021, and the issuance of $1.0 billion in commercial paper. A portion of the cash consideration was placed in escrow to cover potential warranty claims related to the acquisition.

Key Highlights

  • 1Thermo Fisher Scientific acquired Phadia group, a global leader in allergy and autoimmunity diagnostics, on August 23, 2011.
  • 2The total transaction cost was approximately €1.057 billion in cash and the repayment of €1.412 billion in Phadia's debt.
  • 3The acquisition was funded through the issuance of $1.0 billion in 2.250% Senior Notes due 2016 and $1.1 billion in 3.600% Senior Notes due 2021.
  • 4An additional $1.0 billion was raised through the issuance of commercial paper notes to finance a portion of the acquisition cost.
  • 5€75 million of the cash consideration has been placed in an escrow account to secure potential claims related to warranty breaches.
  • 6This acquisition strengthens Thermo Fisher's position in the rapidly growing diagnostics market.

Frequently Asked Questions

This 8-K filing primarily reports on the completion of Thermo Fisher Scientific's acquisition of CB Diagnostics Holding AB, the parent company of the Phadia group, and details the financial arrangements and funding mechanisms for the transaction.

Thermo Fisher financed the acquisition through a combination of debt issuance, including $1.0 billion in Senior Notes due 2016 and $1.1 billion in Senior Notes due 2021, and $1.0 billion in commercial paper notes. The cash consideration was also paid from these proceeds.

Phadia is a global leader in allergy and autoimmunity diagnostics. Its acquisition is significant for Thermo Fisher as it expands the company's footprint and capabilities in the high-growth diagnostics market, particularly in specialized testing areas.

Yes, €75 million of the cash consideration was placed in an escrow account for a limited period to cover potential claims related to breaches of warranties and covenants under the Purchase Agreement. Thermo Fisher also assumed Phadia's debt and financed the purchase through new debt issuances.