8-KMaterial AgreementsExhibits & Filings

THERMO FISHER SCIENTIFIC INC. 8-K Report, Material Agreement (Apr 16, 2021)

Filed April 16, 2021For Securities:TMO

Summary

Thermo Fisher Scientific Inc. (TMO) has announced a definitive agreement to acquire PPD, Inc. (PPD) for $47.50 per share in cash. This acquisition, valued at approximately $17.4 billion (including PPD's net debt), is expected to significantly enhance Thermo Fisher's capabilities in serving pharmaceutical and biotechnology customers. The transaction is funded through a combination of cash and a $9.5 billion bridge loan facility. Regulatory approvals, including HSR Act clearance, and other customary closing conditions must be met before the merger can be completed. PPD's stockholders have already approved the merger through written consent, representing approximately 60% of the outstanding shares. This strategic move positions Thermo Fisher to capitalize on the growing demand for clinical research services. The acquisition is expected to be completed in the second half of 2021. Investors should note that the agreement includes standard representations, warranties, and covenants, and PPD has agreed to customary restrictions on soliciting alternative acquisition proposals. The full details of the Merger Agreement, including omitted schedules, will be available upon request from the SEC.

Key Highlights

  • 1Thermo Fisher Scientific Inc. to acquire PPD, Inc. for $47.50 per share in cash.
  • 2The total transaction value is approximately $17.4 billion, including PPD's net debt.
  • 3The acquisition is expected to significantly bolster Thermo Fisher's offerings to pharma and biotech clients.
  • 4Funding for the merger will comprise existing cash and a $9.5 billion bridge loan facility.
  • 5PPD's stockholders have already approved the merger via written consent.
  • 6The transaction is subject to customary closing conditions, including regulatory approvals like HSR Act clearance.
  • 7The merger is anticipated to close in the second half of 2021.

Frequently Asked Questions

This 8-K filing announces Thermo Fisher Scientific's entry into a definitive Agreement and Plan of Merger to acquire PPD, Inc. It outlines the terms of the acquisition, including the merger consideration, financing, and conditions to closing.

Thermo Fisher intends to finance the acquisition through a combination of cash on hand and debt financing. Specifically, the company has secured a commitment for a $9.5 billion senior unsecured bridge term loan facility to fund a portion of the merger consideration.

The consummation of the merger is subject to several closing conditions, including the receipt of required regulatory clearances (such as under the HSR Act), the absence of any legal prohibitions, and the expiration of a period of twenty business days following the mailing of an information statement to PPD's stockholders. PPD's stockholder approval has already been obtained through a written consent.

The acquisition is valued at approximately $17.4 billion, including PPD's net debt. Each outstanding share of PPD common stock will be converted into the right to receive $47.50 in cash.