8-KSecurities & ListingExhibits & Filings

THERMO FISHER SCIENTIFIC INC. 8-K Report, Unregistered Securities Sale (Nov 15, 2013)

Filed November 15, 2013For Securities:TMO

Summary

Thermo Fisher Scientific Inc. (TMO) filed an 8-K on November 15, 2013, detailing an unregistered sale of equity securities to finance its previously announced acquisition of Life Technologies Corporation. The company entered into a Subscription Agreement to issue approximately 5.28 million shares of its common stock to Temasek, via its subsidiary Maxwell (Mauritius) Pte Ltd., for gross proceeds of $500 million. This private placement is a key component of the financing strategy for the significant Life Technologies acquisition. The investment is subject to certain conditions tied to the closing of the acquisition and has a tiered share price based on the closing date, ranging from $95 to $94.70 per share. The company explicitly stated that it does not anticipate selling additional equity or equity-linked securities for the acquisition's funding. The transaction is structured to close concurrently with the acquisition, which is expected to finalize by March 31, 2014, or the Subscription Agreement will terminate.

Key Highlights

  • 1Thermo Fisher Scientific Inc. secured $500 million in financing through a private placement of its common stock.
  • 2The financing is for the acquisition of Life Technologies Corporation.
  • 3The investment involves the issuance of approximately 5,263,158 shares of common stock to Temasek's subsidiary, Maxwell (Mauritius) Pte Ltd.
  • 4The stock was sold at a price between $94.70 and $95 per share, with adjustments based on the closing date.
  • 5The transaction is considered an unregistered sale of equity securities, relying on exemptions under Section 4(2) of the Securities Act.
  • 6The closing of this investment is contingent on the successful closing of the Life Technologies acquisition, which has a termination date of March 31, 2014.
  • 7Thermo Fisher does not expect to issue further equity or equity-linked securities for the acquisition funding.

Frequently Asked Questions

This 8-K filing reports on Thermo Fisher Scientific Inc.'s (TMO) unregistered sale of equity securities to raise $500 million, which is part of the financing plan for its acquisition of Life Technologies Corporation.

The shares are being purchased by Maxwell (Mauritius) Pte Ltd., a wholly owned subsidiary of Temasek. The company will issue approximately 5,263,158 shares of its common stock in this private placement.

The initial price is $95 per share. However, the price is subject to adjustment based on the closing date of the investment. It will be $94.85 per share if the closing occurs between December 16, 2013, and March 16, 2014, and $94.70 per share if the closing occurs on or after March 17, 2014.

Yes, the investment is conditioned on the satisfaction of certain conditions outlined in the Merger Agreement for the Life Technologies acquisition. The investment is scheduled to close the day before the acquisition closes, and the Subscription Agreement terminates if the acquisition does not close by March 31, 2014.