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 19, 2011
Thermo Fisher Scientific Inc.
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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1-8002
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04-2209186 |
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(State or Other Juris-
diction of Incorporation
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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81 Wyman Street
Waltham, Massachusetts
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02451 |
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(Zip Code) |
Registrant’s telephone number, including area code: (781) 622-1000
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
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 1.01. Entry into a Material Definitive Agreement.
On May 19, 2011, Thermo Fisher Scientific Inc. (“Thermo Fisher”) entered into a definitive
agreement to acquire the Phadia group, a global leader in allergy and autoimmunity diagnostics
(“Phadia”). The Sale and Purchase Agreement (the “Purchase Agreement”) among CB Diagnostics
Luxembourg S.À R.L, a Luxembourg corporation (the “Seller”), certain funds managed and advised by
Cinven Limited and Thermo Fisher, provides for the acquisition of the outstanding share capital of
CB Diagnostics Holding AB, the holding company for the Phadia group companies.
Under the Purchase Agreement, Thermo Fisher has agreed to pay the Seller approximately €1.052
billion in cash and to repay certain indebtedness owed by Phadia to the Seller and third party
lenders. Currently, the amount of this debt totals approximately €1.411 billion.
The Purchase Agreement and the accompanying warranty deed among Thermo Fisher, Igenza Cin AB,
the Michael Land Family Trust and certain members of the management of Phadia (the “Transaction
Documents”) include warranties with respect to, among other things, title to the shares, due
authority and certain aspects of the business that are provided by the Seller or members of
management who are expected to receive a portion of the purchase price paid to the Seller. The
Transaction Documents also include covenants regarding the operation of Phadia between signing and
closing and restricting the ability of the Seller and Phadia management from competing with the
Phadia business for a period after the closing. A portion of the sale proceeds will be contributed
at closing to an escrow account for a limited period of time to satisfy any claims brought by
Thermo Fisher for breaches of warranties and covenants.
Thermo Fisher intends to use cash on hand and/or the proceeds from a committed bridge
financing from Barclays Capital of up to $3 billion to facilitate the transaction.
The closing of the transaction is subject to certain conditions, including the receipt of
regulatory approvals in the United States, the European Union and Japan. The transaction is
expected to close in the fourth quarter of 2011.
A copy of the Purchase Agreement is attached as Exhibit 99.1 to this report and a copy of the
Warranty Deed is attached as Exhibit 99.2 to this report, and such agreements are incorporated
herein by reference. The foregoing description of the Purchase Agreement and the Warranty Deed do
not purport to be complete and are qualified in their entirety by reference to the Purchase
Agreement and the Warranty Deed.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
See Exhibit Index attached hereto.