FEIC Fei Company (MM)

Item 2.01. Completion of Acquisition or Disposition of Assets.

On September 19, 2016, Thermo Fisher Scientific Inc., a Delaware corporation (“ Thermo Fisher ”), completed its previously announced acquisition of FEI Company (“ FEI ” or the “ Company ”). Pursuant to the terms of the Agreement and Plan of Merger, dated May 26, 2016 (the “ Merger Agreement ”), among FEI, Thermo Fisher and Polpis Merger Sub Co., an Oregon corporation and a wholly-owned subsidiary of Thermo Fisher (“ Merger Sub ”), Merger Sub merged with and into FEI (the “ Merger ”) with FEI surviving the Merger as a wholly-owned subsidiary of Thermo Fisher, subject to the terms and conditions set forth therein. Capitalized terms not otherwise defined have the meaning set forth in the Merger Agreement.

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the “ Effective Time ”), each share of common stock, no par value, of FEI (such shares, collectively, the “ Shares ”) outstanding immediately prior to the Effective Time, as well as each right to receive, or interest in, any Share or other common equity of FEI (excluding (i) any shares held in the treasury of FEI (other than Shares in the Company’s 1995 Stock Incentive Plan and the Company’s Employee Share Purchase Plan) or owned, directly or indirectly, by Thermo Fisher, FEI or any of their subsidiaries (other than held by Merger Sub) immediately prior to the Effective Time and (ii) outstanding equity awards, the treatment of which are described below) was cancelled and retired and automatically converted into the right to receive $107.50 per Share in cash, without interest and less any applicable withholding tax (the “ Merger Consideration ”).

At or immediately prior to the Effective Time, (A) each option to purchase Shares outstanding under the Company’s 1995 Stock Incentive Plan (a “ Company Stock Option ”) that was fully vested as of immediately prior to the Effective Time terminated and ceased to represent a right to acquire Shares, and the holder thereof was entitled to receive an amount of cash equal to the product of the number of Shares subject to such Company Stock Option as of immediately prior to the Effective Time multiplied by the excess, if any, of the Merger Consideration over the per share exercise price of such Company Stock Option, and (B) each Company Stock Option that had not fully vested as of immediately prior to the Effective Time was assumed by Thermo Fisher and converted into an award representing a right to receive an amount of cash equal to the product of the number of Shares subject to such Company Stock Option as of immediately prior to the Effective Time multiplied by the excess, if any, of the Merger Consideration over the per share exercise price of such Company Stock Option, which award otherwise is subject to the same vesting terms as were in effect immediately prior to the Effective Time. Any unvested Company Stock Option held by a non-employee member of the Board of Directors as of May 26, 2016 that was assumed by Thermo Fisher as described in the preceding sentence immediately vested and was settled as a result of his or her cessation of service as of the Effective Time. Any Company Stock Option, whether vested or unvested, with a per share exercise price greater than or equal to the Merger Consideration was cancelled for no consideration as of immediately prior to the Effective Time.

At or immediately prior to the Effective Time, each restricted share unit with respect to Shares granted under the Company’s 1995 Stock Incentive Plan (each such unit, whether or not performance-based, a “ Company RSU ”), that was outstanding immediately prior to the Effective Time, whether or not vested, was assumed by Thermo Fisher and converted into an award representing a right to receive an amount of cash equal to the product of the number of Shares subject to such Company RSU as of immediately prior to the Effective Time (assuming any performance conditions were satisfied at the target level), multiplied by the Merger Consideration, which award otherwise is subject to the same vesting and delivery terms as were in effect immediately prior to the Effective Time. Any Company RSU held by a non-employee member of the Board of Directors as of May 26, 2016 that was assumed by Thermo Fisher as described in the preceding sentence immediately vested and was settled as a result of his or her cessation of service as of the Effective Time.

The foregoing description of the effects of the Merger and the Merger Agreement, and the transactions contemplated thereby, does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement. A copy of the Merger Agreement was attached as Exhibit 2.1 to FEI’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“ SEC ”) on June 2, 2016, and is incorporated herein by reference.