8-KMaterial AgreementsExhibits & Filings

THERMO FISHER SCIENTIFIC INC. 8-K Report, Material Agreement (Jul 18, 2012)

Filed July 18, 2012For Securities:TMO

Summary

Thermo Fisher Scientific Inc. (TMO) announced a significant strategic acquisition on July 15, 2012, entering into a definitive agreement to acquire One Lambda, Inc. for approximately $925 million in cash, subject to post-closing adjustments. One Lambda is a leader in human leukocyte antigen (HLA) typing and testing, crucial for the organ transplant market. This acquisition is expected to be completed in the fourth quarter of 2012. This move aligns with Thermo Fisher's strategy to expand its diagnostics and life sciences solutions portfolio. The acquisition is to be funded through a combination of cash on hand and debt financing. The definitive agreement includes customary provisions, with completion contingent on regulatory approvals such as the Hart-Scott-Rodino Act. Key One Lambda shareholders have entered into voting and non-competition agreements to facilitate the transaction.

Key Highlights

  • 1Thermo Fisher Scientific is acquiring One Lambda, Inc. for $925 million in cash.
  • 2One Lambda is a leader in human leukocyte antigen (HLA) typing and testing for the organ transplant market.
  • 3The acquisition is expected to close in the fourth quarter of 2012.
  • 4The transaction will be financed through a mix of cash on hand and debt.
  • 5The deal is subject to customary closing conditions, including antitrust regulatory approval (Hart-Scott-Rodino Act).
  • 6Key One Lambda shareholders have agreed to vote in favor of the merger and entered into non-competition agreements.
  • 7The acquisition is expected to enhance Thermo Fisher's presence in the diagnostics and life sciences sectors.

Frequently Asked Questions

Thermo Fisher Scientific is acquiring One Lambda to strengthen its position in the diagnostics and life sciences solutions market. One Lambda's expertise in human leukocyte antigen (HLA) typing is critical for organ transplantation, aligning with Thermo Fisher's goal of expanding its capabilities in high-growth areas.

The acquisition of One Lambda will be financed through a combination of Thermo Fisher's existing cash on hand and new or existing debt financing.

The completion of the merger is subject to customary closing conditions, which include the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Other standard conditions outlined in the merger agreement will also need to be met.

Yes, the purchase price includes a three-year retention program for key One Lambda employees. Additionally, amounts are payable to certain shareholders for non-competition agreements, and there is a one-year earn-out provision based on financial targets. Key shareholders have also entered into voting and non-competition agreements.