8-KAcquisitions & DispositionsSecurities & ListingRegulation FD+1

THERMO FISHER SCIENTIFIC INC. 8-K Report, Acquisition Completed (Feb 4, 2014)

Filed February 4, 2014For Securities:TMO

Summary

Thermo Fisher Scientific Inc. (TMO) announced the completion of its acquisition of Life Technologies Corporation on February 3, 2014. This significant event marks the successful conclusion of the merger process initiated with an agreement in April 2013. The acquisition was structured as a merger where Life Technologies survived as an indirect wholly owned subsidiary of Thermo Fisher. Investors should note that Life Technologies shareholders received a cash payment of $76.1311786 per share. The funding for this substantial acquisition was secured through various means, including equity forward sale agreements, a private placement of common stock, term loan borrowings, senior notes issuance, commercial paper, and existing cash. Additionally, the filing details the conversion of Life Technologies' equity awards, including stock options and restricted stock units, into cash payments, reflecting the terms of their respective agreements. The company also reported the closing of a private placement with Temasek, raising $500 million in gross proceeds, which was used to help finance the acquisition.

Key Highlights

  • 1Completion of the acquisition of Life Technologies Corporation on February 3, 2014.
  • 2Life Technologies shareholders received $76.1311786 in cash per share.
  • 3The acquisition was funded through a combination of equity forward sales, a private placement, debt financing (term loan and senior notes), commercial paper, and cash on hand.
  • 4Completed a private placement of 5,271,481 shares of common stock to Temasek for $500 million.
  • 5Details provided on the cash conversion of Life Technologies' stock options, restricted stock units, and other equity awards.
  • 6Financial statements and pro forma information for the acquired business will be filed later via amendment.

Frequently Asked Questions

The main event reported is the completion of Thermo Fisher Scientific Inc.'s acquisition of Life Technologies Corporation on February 3, 2014.

Life Technologies shareholders whose shares were not subject to appraisal rights or excluded owned shares received $76.1311786 in cash for each share of Life Technologies common stock.

Thermo Fisher Scientific financed the acquisition using proceeds from equity forward sale agreements, a private placement of common stock to Temasek, borrowings under a term loan facility and commercial paper, proceeds from a senior notes offering, and existing cash on hand.

Most vested and unvested stock options were canceled and converted into cash payments equal to the difference between the merger consideration and the exercise price. Certain restricted stock units (RSUs) were also cashed out, while others were assumed by Thermo Fisher and converted into cash awards that will vest and become payable according to the original terms. Performance-based awards vested and were paid out as cash.