8-KRegulation FD

THERMO FISHER SCIENTIFIC INC. 8-K Report, Regulation FD Disclosure (Jun 5, 2013)

Filed June 5, 2013For Securities:TMO

Summary

Thermo Fisher Scientific Inc. (TMO) has updated its financing strategy for the previously announced acquisition of Life Technologies Corporation. The company now anticipates funding up to $3.25 billion of the $13.6 billion total cash consideration through equity and equity-linked financings, a reduction from the initially planned $4.0 billion in equity. This revised plan includes a $2.2 billion public offering of common stock and up to $1.05 billion in additional equity-linked securities. The remaining $10.35 billion will be financed through borrowings and existing cash. Additionally, Thermo Fisher expects to receive a "Second Request" from the FTC on June 7, 2013, as part of the regulatory review for the acquisition, but continues to project a closing in early 2014.

Key Highlights

  • 1Thermo Fisher Scientific revises financing for Life Technologies acquisition, reducing planned equity component from $4.0 billion to $3.25 billion.
  • 2The revised equity financing includes a $2.2 billion public offering of common stock.
  • 3Up to an additional $1.05 billion in equity-linked securities (mandatorily convertible debt, preference shares) may be issued.
  • 4The remaining $10.35 billion of the acquisition's cash consideration will be funded by subsequent borrowings and cash on hand.
  • 5The company anticipates receiving a 'Second Request' from the FTC on June 7, 2013, related to the acquisition's regulatory review.
  • 6Thermo Fisher continues to expect the acquisition of Life Technologies to close in early 2014, despite the ongoing FTC review.
  • 7This filing is considered a Regulation FD Disclosure and is not deemed 'filed' for certain liability purposes.

Frequently Asked Questions

Thermo Fisher has reduced the planned equity and equity-linked financing from up to $4.0 billion to up to $3.25 billion. The remaining acquisition cost will be covered by borrowings and cash on hand.

The $3.25 billion will consist of a $2.2 billion public offering of common stock and up to $1.05 billion in additional equity-linked securities, such as mandatorily convertible debt or preference shares. The amount of additional equity may be reduced if underwriters exercise their option to cover over-allotments in the common stock offering.

A "Second Request" from the FTC indicates that the Hart-Scott-Rodino regulatory review of the acquisition is progressing and requires the company to provide additional information and documentation. While it signifies a deeper review, Thermo Fisher continues to expect the acquisition to close in early 2014.

Thermo Fisher Scientific continues to expect the acquisition of Life Technologies to close in early 2014, notwithstanding the ongoing FTC review and the receipt of a 'Second Request'.