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Thermo Fisher Scientific (TMO) Unveils $2.2 Billion Stock Sale to Fund Life Technologies (LIFE) Buy


6/6/2013 8:46:10 AM

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WALTHAM, Mass.--Thermo Fisher Scientific Inc. (NYSE:TMO) ("Thermo Fisher" or the "company") today announced an underwritten public offering of $2.2 billion of its common stock in connection with the forward sale agreements described below. J.P. Morgan and Barclays are acting as joint book-running managers and as representatives of the underwriters for the offering. BofA Merrill Lynch is acting as book-running manager for the offering. Thermo Fisher intends to use any net proceeds it receives upon the future settlement of the forward sale agreements, or upon any issuance and sale to the underwriters of its common stock in the offering, to fund a portion of its previously announced acquisition of Life Technologies Corporation ("Life Technologies").

Offering Details

In connection with the offering of its common stock, Thermo Fisher expects to enter into forward sale agreements with affiliates of each of J.P. Morgan and Barclays, which affiliates are referred to as the forward counterparties. The forward counterparties (or their respective affiliates) are expected to borrow from third parties and sell to the public through the underwriters up to $2.2 billion of shares of Thermo Fisher's common stock (assuming no exercise by the underwriters of their over-allotment option described below).

Thermo Fisher also intends to grant the underwriters a 30-day option to purchase an additional $330 million of common stock from Thermo Fisher to cover over-allotments, if any. If the option is exercised, Thermo Fisher may elect, in its sole discretion but subject to certain conditions, to issue such additional shares of common stock directly to the underwriters or that such additional shares of common stock be sold by the forward counterparties to the underwriters (in which case Thermo Fisher intends to enter into additional forward sale agreements with each of the forward counterparties in respect of, in the aggregate, the number of shares that are subject to the exercise of the underwriters' over-allotment option). Thermo Fisher intends to use any further net proceeds it receives upon the future settlement of the additional forward sale agreements or the issuance and sale to the underwriters of its common stock following exercise of the underwriters' over-allotment option to further fund the Life Technologies acquisition.

Thermo Fisher expects to settle the forward sale agreements at or around the time of the closing of the Life Technologies acquisition, which is expected to occur in early 2014, but in no event later than approximately 14 months following the date of pricing for the offering. Although Thermo Fisher expects to settle the forward sale agreements entirely by physical delivery of shares of its common stock, it may, subject to certain conditions, elect cash or net share settlement for all or a portion of its obligations under the forward sale agreements.

The public offering is being made pursuant to an effective shelf registration statement that has been filed with the Securities and Exchange Commission (the "SEC"). A preliminary prospectus supplement related to the offering will be filed with the SEC and will be available on the SEC's website at http://www.sec.gov. Copies of the prospectus supplement and the base prospectus relating to these securities may be obtained from:

(i) J.P. Morgan Securities LLC by calling 1-866-803-9204, or by mail at J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, Attn: Prospectus Department;

(ii) Barclays Capital Inc. by calling 1-888-603-5847, or by mail at Barclays Capital Inc. c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or by e-mail at Barclaysprospectus@broadridge.com; or

(iii) BofA Merrill Lynch by mail at BofA Merrill Lynch, 222 Broadway, New York, New York 10038, attention: Prospectus Department, or by e-mail at dg.prospectus_requests@baml.com.

The public offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, as to the actual size or terms of the offering or that the forward counterparties (or their respective affiliates) will be able to borrow a number of shares of Thermo Fisher common stock sufficient to cover the number of shares of its common stock to be sold in the offering.

This press release is neither an offer to sell nor a solicitation of an offer to buy any Thermo Fisher common stock or any other security of Thermo Fisher, nor shall there be any sale of its common stock in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Forward-Looking Statements

The company cautions that its current expectations in this release dated June 5, 2013, and the company's plans, objectives, expectations, and intentions, are forward-looking statements which speak only as of the date hereof. The company does not undertake any obligation to update or revise any of the information contained herein whether as a result of new information, future events or otherwise. Actual results could differ materially from current expectations due to a number of factors, including, but not limited to: the company's ability to complete the proposed offering and the final terms thereof; the forward counterparties' (or their respective affiliates') ability to borrow the offered shares and any shares needed to cover over-allotments, if any; the satisfaction of customary closing conditions with respect to the offering; the need to develop new products and adapt to significant technological change; implementation of strategies for improving growth; general economic conditions including economic conditions in the countries in which Thermo Fisher and Life Technologies 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, Life Technologies' 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; difficulty retaining certain key employees; and the parties being unable to successfully implement integration strategies or to achieve expected synergies and operating efficiencies within the expected time-frames or at all. A discussion of these and other factors can be found in the company's most recent quarterly report and other reports filed with the Securities and Exchange Commission, including, but not limited to, the company's report on Form 10-Q for the quarter ended March 30, 2013.

About Thermo Fisher Scientific

Thermo Fisher Scientific Inc. (NYSE: TMO) is the world leader in serving science. With revenues of $13 billion, Thermo Fisher has 39,000 employees and serves 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. Thermo Fisher's products and services help customers solve complex analytical challenges, improve patient diagnostics and increase laboratory productivity.



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