UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of
the Securities Exchange Act of 1934

DIONEX CORPORATION

 

WESTON D MERGER CO.
THERMO FISHER SCIENTIFIC INC.

CALCULATION OF FILING FEE

	Transaction Valuation*			Amount of Filing Fee**
	$2,271,379,560			$161,949.36

*		Estimated for purposes of calculating the filing fee only. This amount is based on the offer to purchase all 19,167,760 outstanding shares of common stock of Dionex Corporation at a purchase price of $118.50 cash per share, as of November 30, 2010, the most recent practicable date.
**		The amount of the filing fee is calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, by multiplying the transaction valuation by 0.00007130.
þ		Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

		Amount Previously Paid:		$161,949.36.		Filing Party:		Thermo Fisher Scientific Inc. and Weston D. Merger Co.
		Form or Registration No.:		Schedule TO.		Date Filed:		December 20, 2010.

o

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

þ		third-party tender offer subject to Rule 14d-1.
o		issuer tender offer subject to Rule 13e-4.
o		going-private transaction subject to Rule 13e-3.
o		amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. o

 

 

     This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (together with any amendments and supplements thereto, the “Schedule TO”) filed with the Securities and Exchange Commission (the “SEC”) on December 20, 2010, and is filed by (i) Weston D Merger Co., a Delaware corporation (“Purchaser”) and an indirect wholly-owned subsidiary of Thermo Fisher Scientific Inc., a Delaware corporation (“Thermo Fisher”), and (ii) Thermo Fisher. The Schedule TO relates to the tender offer for all of the outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Dionex Corporation, a Delaware corporation (“Dionex”), at a price of $118.50 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated December 20, 2010 (the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal”), copies of which were filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively (which, together with any amendments or supplements thereto, collectively constitute the “Offer”).

     The information in the Offer to Purchase and the Letter of Transmittal is incorporated in this Amendment by reference to all of the applicable items in the Schedule TO, except that such information is amended and supplemented to the extent specifically provided in this Amendment No. 1. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Offer to Purchase or in the Schedule TO.

Item 11.

Item 11 of the Schedule TO is hereby amended and supplemented as follows:

     “On January 10, 2011, Thermo Fisher announced the expiration of the mandatory pre-merger waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), relating to its offer to acquire Dionex. Accordingly, the portion of the Antitrust Condition relating to the HSR Act has been satisfied. The Offer continues to be subject to the other conditions set forth in Section 15—“Conditions of the Offer” of the Offer to Purchase. The press release announcing the expiration of the HSR waiting period is attached hereto as Exhibit (a)(5)(E).”

Item 12.

Item 12 of the Schedule TO is hereby amended and supplemented as follows:

     “(a)(5)(E)      Press Release issued by Thermo Fisher Scientific Inc., dated January 10, 2011.”

SIGNATURES

     After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: January 10, 2011

EXHIBIT INDEX

Exhibit No.		Description
(a)(5)(E)		Press Release issued by Thermo Fisher Scientific Inc., dated January 10, 2011.