Transactions by THERMO FISHER SCIENTIFIC INC (TMO) in the last 6 months

Thermo Fisher Scientific, Inc. (NYSE:TMO) signed a definitive agreement to acquire Life Technologies Corporation (NasdaqGS:LIFE) from Glenview Capital Management, LLC, Paulson & Co. Inc., BlackRock, Inc. (NYSE:BLK) and other shareholders for $13 billion in cash on April 14, 2013. Under the terms of the agreement, Thermo Fisher will acquire Life Technologies for $76 per share. Thermo Fisher will also pay $300 million for restricted common stock and approximately $330 ... million for options. The final purchase price will also include assumption of net debt at close. Of the $13.6 billion of total cash consideration, the company expects the split to be cash and debt of $9.5 to $10.0 billion and equity of up to $4.0 billion. Thermo Fisher expects to maintain an investment-grade rating after the transaction has closed. Thermo Fisher has obtained committed bridge financing from J.P. Morgan and Barclays. If the merger does not close by January 14, 2014, by reason of the failure to obtain certain required antitrust approvals or the issuance or enactment by a governmental authority of an order or law prohibiting or restraining the merger (and such prohibition or restraint is in respect of an antitrust law), the cash price per share will increase by $0.0062466 per day during the period commencing on, and including, January 14, 2014, and ending on, and including, the closing date. The merger agreement contains certain termination rights and provides that, upon termination of the merger agreement under specified circumstances, including, but not limited to, a change in the recommendation of the Board of Directors of Life Technologies or a termination of the merger agreement by Life Technologies to enter into an agreement for a “superior proposal”, Life Technologies will pay Thermo Fisher a cash termination fee of $485 million. The merger agreement states that Thermo Fisher intends to maintain the “Life Technologies” name as a brand of the combined company following the closing of the merger, and to nominate at least one member of Life Technologies’s Board of Directors, selected by Thermo Fisher, for appointment to Thermo Fisher’s Board of Directors at the effective time of the merger. It is expected that Life Technologies’ President and Chief Operating Officer, Mark P. Stevenson, will have a significant leadership role in the combined company. In addition, Thermo Fisher intends to elect a member of the Life Technologies Board of Directors to the Thermo Fisher Board. The transaction was approved by both Thermo Fisher and Life Technologies Boards of Directors. The transaction is subject to a Life shareholder vote, the receipt of certain required antitrust approvals and satisfying customary closing conditions, including regulatory approvals and is expected to close early in 2014. The transaction is expected to generate attractive financial returns, as well as significant and immediate accretion to Thermo Fisher's adjusted EPS. On June 12, 2013, Thermo Fisher Scientific Inc. priced its offering of $2.2 billion in stock to fund the transaction. J.P. Morgan and Barclays are acting as financial advisors to Thermo Fisher, and WilmerHale is serving as legal counsel. For Life, Deutsche Bank Securities Inc. and Moelis & Company are serving as financial advisors, and Richard Hall and Minh Van Ngo of Cravath, Swaine and Moore LLP are serving as legal counsel. Charles Ruck of Latham & Watkins LLP acted as legal advisor for Thermo Fisher. Matthew M. Guest, Edward J. Lee, Jacob A. Kling, Jeannemarie O’Brien and Gregory E. Pessin of Wachtell, Lipton, Rosen & Katz acted as legal advisors for Thermo Fisher Scientific. Slaughter and May acted as legal advisor for Thermo Fisher Scientific. Martin Coleman and Ian Giles of Norton Rose LLP acted as legal advisors for Life Technologies Corporation.
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Thermo Fisher Scientific, Inc. (NYSE:TMO) acquired picoSpin, LLC on December 21, 2012. Post acquisition, picoSpin will be integrated primarily into Thermo Fisher’s chemical analysis business within the Analytical Technologies Segment. The Boulder office and picoSpin's 10 employees will all remain after the transaction. Thermo Fisher does not expect this transaction to have a material impact on its 2012 financial results.

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