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Thermo Fisher Scientific (TMO) Nabs Phadia AB for $3.5 Billion Cash


5/19/2011 7:01:15 AM

WALTHAM, Mass. & UPPSALA, Sweden--(BUSINESS WIRE)-- Thermo Fisher Scientific Inc. (NYSE:TMO - News), the world leader in serving science, today announced that it has signed a definitive agreement to acquire Phadia, a global leader in allergy and autoimmunity diagnostics, from European private equity firm Cinven, for €2.47 billion (or approximately $3.5 billion) in cash. The transaction, which is expected to be completed in the fourth quarter of 2011, is expected to be immediately accretive to Thermo Fisher’s adjusted earnings per share1 and accretive by $0.26 to $0.30 per share in 2012.

Based in Uppsala, Sweden, Phadia develops, manufactures and markets complete blood-test systems to support the clinical diagnosis and monitoring of allergy and autoimmune diseases. Since its founding in 1967, Phadia has been a pioneer in bringing new allergy diagnostic tests to market, and is the global leader for in vitro allergy diagnostics and a European leader in autoimmunity diagnostics. Phadia operates through two leading brands: ImmunoCAP® for allergy tests and EliA™ for autoimmunity tests. The company had 2010 total sales of €367 million (or approximately $525 million), representing a three-year compounded annual growth rate of 10% on a constant currency basis. Phadia will be part of Thermo Fisher’s Specialty Diagnostics business within its Analytical Technologies Segment. Phadia has approximately 1,500 employees globally.

“The acquisition of Phadia is a major step forward in our strategy to enhance Thermo Fisher’s global presence in specialty diagnostics, one of our key growth platforms,” said Marc N. Casper, president and chief executive officer of Thermo Fisher. “This transaction will provide Thermo Fisher with leading allergy and autoimmunity diagnostic testing technologies that expand our specialty diagnostics offerings. From a market perspective, Phadia has significant growth opportunities in the large, under-penetrated U.S. market, and can leverage our strong presence in emerging geographies to further accelerate growth. This transaction is another great example of our acquisition strategy to strengthen our position in growing markets, expand our customer offerings and create value for our shareholders.”

“Thermo Fisher brings Phadia a significant opportunity to grow as part of the world leader in serving science,” said Magnus Lundberg, Phadia’s chief executive officer. “We share a culture of innovation and a strong focus on customers, and I am confident that this is a winning combination for our employees and customers around the world.”

Casper continued, “We look forward to welcoming Phadia’s talented employees to the Thermo Fisher team. Together, we will offer our customers a wider range of leading technologies to improve diagnostics, further supporting our mission of enabling our customers to make the world healthier, cleaner and safer.”

Benefits of the Transaction

Enhances Leadership Position in High-Growth, High-Margin Specialty Diagnostics: Phadia is the global leader for in vitro allergy testing and a European leader in autoimmunity diagnostic testing.

Allergy testing is an attractive, high-growth market, with in vitro allergy testing growing 9% a year globally. About one in five people in North America and Europe suffer from allergies. The in vitro allergy testing market has significant untapped potential for growth, particularly in the U.S., where in vitro testing is in the early stages of adoption, and in emerging markets, where there is low prevalence of allergy testing today.

Autoimmunity is also a growing segment of healthcare, with more than 100 million people worldwide suffering from autoimmune disorders, including celiac disease, rheumatoid arthritis and connective tissue diseases.

Phadia’s Leading Allergy and Autoimmunity Testing Technologies Expand Thermo Fisher’s Depth of Capabilities to Improve Diagnostics: Phadia’s ImmunoCAP brand is used to test for the widest range of specific allergens, and is the gold standard worldwide for in vitro allergy testing. Phadia’s brand of autoimmunity tests, EliA, utilizes a common instrument platform to ImmunoCAP, offering quality that is superior to microtiter based products.

Phadia’s allergy R&D efforts focus on developing new products that can identify patient sensitivity to a broad range of allergens. Phadia also has a robust pipeline of new biomarkers for autoimmunity testing in development.

Thermo Fisher will leverage Phadia’s unique clinical marketing model to sell its specialty biomarker assays and other diagnostics products. Phadia will benefit from Thermo Fisher’s extensive healthcare market channels in the U.S. and strong presence in emerging markets.

Compelling Financial Benefits: The transaction is expected to be immediately accretive to Thermo Fisher’s adjusted earnings per share and accretive by $0.26 to $0.30 per share in 2012. The transaction is expected to generate a total of $35 million of cost and revenue synergies in 2014, with $10 million generated in 2012. This includes $15 million from cost-related synergies and $20 million of adjusted operating income1 benefit from revenue-related synergies. The transaction is also expected to result in greater tax efficiencies by leveraging Thermo Fisher’s global structure.

Financing and Approvals

Thermo Fisher intends to use proceeds from committed debt financing from Barclays Capital and cash on hand to facilitate the transaction. The transaction, which is expected to be completed in the fourth quarter of 2011, is subject to the satisfaction of customary closing conditions, including applicable regulatory approvals.

Advisors

Barclays Capital is acting as financial advisor to Thermo Fisher, and Wilmer Cutler Pickering Hale and Dorr LLP is serving as legal counsel. Goldman, Sachs & Co. is acting as financial advisor to Phadia, and Freshfields Bruckhaus Deringer LLP is serving as legal counsel.

Use of Non-GAAP Financial Measures

In addition to the financial measures prepared in accordance with generally accepted accounting principles (GAAP), we use certain non-GAAP financial measures, including adjusted EPS and adjusted operating income, which exclude restructuring and other costs/income and amortization of acquisition-related intangible assets. Adjusted EPS also excludes certain other gains and losses, tax provisions/benefits related to the previous items, benefits from tax credit carryforwards, the impact of significant tax audits or events and discontinued operations. We exclude the above items because they are outside of our normal operations and/or, in certain cases, are difficult to forecast accurately for future periods. We believe that the use of non-GAAP measures helps investors to gain a better understanding of our core operating results and future prospects, consistent with how management measures and forecasts the company's performance, especially when comparing such results to previous periods or forecasts.

Conference Call and Webcast

Thermo Fisher will host a conference call and webcast at 9:00 am EDT today to provide more information on this announcement. The webcast and accompanying slides can be accessed at www.thermofisher.com. An audio archive of the call will be available on Thermo Fisher’s website until June 2, 2011 at 11:59 pm EDT.

About Thermo Fisher Scientific

Thermo Fisher Scientific Inc. (NYSE:TMO - News) is the world leader in serving science. Our mission is to enable our customers to make the world healthier, cleaner and safer. With revenues of nearly $11 billion, we have approximately 37,000 employees and serve customers within pharmaceutical and biotech companies, hospitals and clinical diagnostic labs, universities, research institutions and government agencies, as well as in environmental and process control industries. We create value for our key stakeholders through two premier brands, Thermo Scientific and Fisher Scientific, which offer a unique combination of continuous technology development and the most convenient purchasing options. Our products and services help accelerate the pace of scientific discovery, and solve analytical challenges ranging from complex research to routine testing to field applications. Visit www.thermofisher.com.

About Phadia

Phadia AB develops, manufactures and markets complete blood test systems to support the clinical diagnosis and monitoring of allergy, asthma, and autoimmune disease. Our mission is to dramatically improve the management of allergy, asthma and autoimmune diseases by providing healthcare professionals with superior diagnostic technologies and clinical expertise. We supply more than 7 out of 10 allergy laboratory tests worldwide and 4 out of 10 autoimmunity tests to laboratories throughout Europe.

About Cinven

Cinven is a leading European buyout firm. We acquire companies that require an equity investment by our funds of €100 million or more. Established in 1977, the firm invests in six key sectors: business services; financial services; healthcare; industrials; consumer; and technology, media and telecommunications (TMT). Cinven acquires successful, high-quality companies. Using proven value creation strategies, Cinven works closely with these companies, helping them to grow and develop. Cinven takes a responsible approach towards its portfolio companies, their employees, suppliers and local communities, the environment and society as a whole. Recent investments include Avolon, Sebia and Spice.

Cinven has offices in London, Paris, Frankfurt, Milan and Hong Kong.

Cinven Limited is authorised and regulated by the Financial Services Authority.

For further information about Cinven please see www.cinven.com.

Safe Harbor Statement

The following constitutes a "Safe Harbor" statement under the Private Securities Litigation Reform Act of 1995: This press release contains forward-looking statements that involve a number of risks and uncertainties. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are set forth in Thermo Fisher’s most recent quarterly report, under the caption “Risk Factors”, which is on file with the Securities and Exchange Commission and available on Thermo Fisher’s website. Additional important factors that could cause actual results to differ materially from those indicated by forward-looking statements include risks and uncertainties relating to: the need to develop new products and adapt to significant technological change; implementation of strategies for improving growth; general worldwide economic conditions including economic conditions in the areas in which Thermo Fisher and Phadia sell products, and related uncertainties; dependence on customers' capital spending policies and government funding policies; the effect of exchange rate fluctuations on international operations; the effect of healthcare reform legislation; use and protection of intellectual property; the effect of changes in governmental regulations; and the effect of laws and regulations governing government contracts, as well as the possibility that expected benefits related to the transaction may not materialize as expected; the transaction not being timely completed, if completed at all; prior to the completion of the transaction, Phadia’s business experiencing disruptions due to transaction-related uncertainty or other factors making it more difficult to maintain relationships with employees, licensees, other business partners or governmental entities; and the parties being unable to successfully implement integration strategies. While Thermo Fisher may elect to update forward-looking statements at some point in the future, Thermo Fisher specifically disclaims any obligation to do so, even if estimates change and, therefore, you should not rely on these forward-looking statements as representing our views as of any date subsequent to today.

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