UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported):
May 13, 2011
THERMO FISHER SCIENTIFIC INC.
(Exact name of Registrant as specified in its Charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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1-8002
(Commission File Number)
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04-2209186
(I.R.S. Employer
Identification
Number) |
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81 Wyman Street
Waltham, Massachusetts
(Address of principal executive offices)
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02451
(Zip Code) |
(781) 622-1000
(Registrant’s telephone
number including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 8.01. Other Events.
On December 13, 2010, Thermo Fisher Scientific Inc. (“Thermo Fisher”) announced that it
had entered into an Agreement and Plan of Merger (the “Merger Agreement”) among Thermo Fisher,
Weston D Merger Co., a wholly owned subsidiary of Thermo Fisher (“Purchaser”), and Dionex
Corporation (“Dionex”).
Pursuant to the Merger Agreement, Purchaser commenced a cash tender offer to acquire all of
the outstanding shares of common stock, par value $0.001 per share, of Dionex (the “Shares”), at a
price per share equal to $118.50 in cash, without interest upon the terms and subject to the
conditions disclosed in the Offer to Purchase included in the tender offer statement on Schedule TO
and in the related Letter of Transmittal (as amended or supplemented from time to time) filed by
Thermo Fisher and Purchaser with the United States Securities and Exchange Commission on December
20, 2010 (the “Offer”).
The Offer expired at 7:00 p.m., New York City time, on Friday, May 13, 2011. According to
American Stock Transfer & Trust Company, the depositary for the Offer, as of 7:00 p.m., New York
City time, on Friday, May 13, 2011, (i) including Shares tendered by notice of guaranteed delivery,
an aggregate of approximately 16,304,830 Shares were tendered and not withdrawn pursuant to the
Offer, which represented approximately 93% of the then outstanding Shares, and (ii) excluding
Shares tendered by notice of guaranteed delivery, an aggregate of approximately 13,988,751 Shares
were tendered and not withdrawn pursuant to the Offer, which represented approximately 80% of the
then outstanding Shares. Purchaser accepted all of the Shares that were validly tendered and not
withdrawn for payment pursuant to the terms of the Offer.
On May 16, 2011, Purchaser exercised its option under the Merger Agreement (the “Top-Up
Option”) to acquire from Dionex a number of additional Shares for $118.50 per Share, in order to
ensure that it would hold more than 90% of the outstanding Shares after giving effect to the
issuance of Shares pursuant to the Top-Up Option. The closing of the issuance of Shares pursuant
to the Top-Up Option occurred on May 16, 2011.
Effective as of 5:00 p.m., New York City time, on Tuesday, May 17, 2011, Purchaser effected a
“short-form” merger under the General Corporation Law of the State of Delaware without action by
any other stockholder of Dionex since it had acquired more than 90% of the outstanding Shares. In
the merger, Purchaser merged with and into Dionex, with Dionex surviving as a wholly owned
subsidiary of Thermo Fisher. In the merger, each Share (other than any Shares held by Thermo
Fisher, Purchaser, Dionex or any wholly owned subsidiary of Dionex, and any Shares held by
stockholders who validly exercised their appraisal rights in connection with the Merger under
Delaware law) was cancelled and extinguished and automatically converted into the right to receive
$118.50 in cash, without interest.
In connection with the Offer and the Merger, Thermo Fisher and Purchaser paid, in the
aggregate, approximately $2.1 billion in cash consideration, consisting of cash on hand and the
proceeds of Thermo Fisher’s previously completed offering of senior notes.
Attached hereto as Exhibit 99.1 is a copy of the press release issued by Thermo Fisher on May
16, 2011 regarding the expiration and results of the tender offer, which is incorporated herein by
reference.
Attached hereto as Exhibit 99.2 is a copy of the press release issued by Thermo Fisher on May
17, 2011 regarding completion of the merger, which is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.