8-KMaterial AgreementsExhibits & Filings

THERMO FISHER SCIENTIFIC INC. 8-K Report, Material Agreement (Apr 16, 2013)

Filed April 16, 2013For Securities:TMO

Summary

Thermo Fisher Scientific Inc. (TMO) has filed a Form 8-K announcing a significant strategic move: the entry into an Agreement and Plan of Merger to acquire Life Technologies Corporation. This acquisition, valued at $76 per share in cash, subject to adjustments, represents a substantial undertaking to consolidate its position in the scientific instrumentation and services market. The transaction is structured as a merger where Life Technologies will become a wholly owned subsidiary of Thermo Fisher. This filing details the core terms of the merger, including the consideration for Life Technologies' common stock and equity awards, as well as the conditions for closing, such as stockholder approval and antitrust clearances. Thermo Fisher intends to finance the acquisition through a combination of debt, equity, and existing cash, including a committed $12.5 billion bridge loan facility. Investors should pay close attention to the potential antitrust challenges and the timeline for completion, as these factors could impact the final purchase price and integration success.

Key Highlights

  • 1Thermo Fisher Scientific Inc. entered into an Agreement and Plan of Merger to acquire Life Technologies Corporation.
  • 2The acquisition price is set at $76 per share in cash, with potential adjustments based on closing date and antitrust approvals.
  • 3Life Technologies will be merged with a Thermo Fisher subsidiary and become a wholly owned entity of Thermo Fisher.
  • 4The transaction is subject to customary closing conditions, including Life Technologies' stockholder approval and regulatory (antitrust) clearances.
  • 5Thermo Fisher plans to finance the acquisition through a mix of debt, equity, and cash, with a $12.5 billion bridge loan facility committed.
  • 6The Merger Agreement includes provisions for a $485 million termination fee payable by Life Technologies under certain circumstances, such as accepting a superior proposal.
  • 7The deal is not conditioned on Thermo Fisher securing financing.

Frequently Asked Questions

This 8-K filing announces a material definitive agreement, specifically Thermo Fisher Scientific's entry into an Agreement and Plan of Merger to acquire Life Technologies Corporation. It provides key details about the transaction's terms, price, financing, and conditions.

Thermo Fisher intends to finance the acquisition using a combination of new debt, equity or equity-linked securities, and cash on its balance sheet. This includes a $12.5 billion bridge loan facility that has been committed.

The merger is subject to several conditions, including the adoption of the Merger Agreement by Life Technologies' stockholders, the receipt of necessary antitrust approvals, and the absence of any governmental laws or orders prohibiting the merger. Both companies also need to meet certain accuracy of representations and warranties and performance obligations.

Upon completion, each share of Life Technologies' common stock will be converted into the right to receive $76 in cash per share. Outstanding stock options will be canceled for a cash payment equal to the difference between the merger consideration and the exercise price. Restricted stock units and deferred compensation will also be converted into cash payments, with some subject to vesting conditions.