WALTHAM, Mass., Nov. 21, 2017 /PRNewswire/ -- Thermo Fisher
Scientific Inc. (NYSE: TMO), the world leader in serving science,
today announced that it received notice of an unsolicited
"mini-tender" offer by TRC Capital Corporation (TRC) to purchase up
to 1,000,000 shares of Thermo
Fisher's common stock at a price of $181.75 per share in cash. TRC's offer price is
approximately 4.43% lower than the $190.17 closing price of Thermo Fisher's common stock on November 17, 2017, the last closing price prior
to commencement of the offer. The offer is for approximately 0.249%
of Thermo Fisher's outstanding
shares of common stock as of the offer date.
Thermo Fisher does not endorse
TRC's unsolicited mini-tender offer and recommends that
shareholders not tender their shares because the offer is at a
price below the current market price of Thermo Fisher's shares and is subject to
numerous conditions. Thermo Fisher
is not affiliated or associated in any way with TRC, its
mini-tender offer or the mini-tender offer documentation.
TRC has made many similar unsolicited mini-tender offers for
shares of other public companies. Mini-tender offers seek to
acquire less than 5% of a company's outstanding shares, thereby
avoiding many of the investor protections afforded to larger tender
offers, including the filing of disclosure and other tender offer
documents with the Securities and Exchange Commission (SEC) and
other procedures mandated by U.S. securities laws.
The SEC has cautioned investors that some bidders making
mini-tender offers at below-market prices are "hoping that they
will catch investors off guard if the investors do not compare the
offer price to the current market price." The SEC's guidance to
investors on mini-tender offers is available at
http://www.sec.gov/investor/pubs/minitend.htm.
Thermo Fisher urges shareholders
to obtain current market quotations for their shares, to consult
with their broker or financial advisor, and to exercise caution
with respect to TRC's mini-tender offer. Thermo Fisher recommends that shareholders who
have not responded to TRC's offer take no action. Shareholders who
have already tendered their shares may withdraw them at any time
prior to the expiration of the offer, in accordance with TRC's
offering documents. The offer is currently scheduled to expire at
12:01 a.m. Eastern Time on
Wednesday, December 20, 2017. TRC may
extend the offering period at its discretion.
Thermo Fisher encourages brokers
and dealers, as well as other market participants, to review the
SEC's letter regarding broker-dealer mini-tender offer
dissemination and disclosure at
https://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
Thermo Fisher requests that a
copy of this press release be included with all distributions of
materials relating to TRC's mini-tender offer related to
Thermo Fisher shares of common
stock.
About Thermo Fisher Scientific
Thermo Fisher
Scientific Inc. is the world leader in serving science, with
revenues of more than $20 billion and
approximately 65,000 employees globally. Our mission is to enable
our customers to make the world healthier, cleaner and safer. We
help our customers accelerate life sciences research, solve complex
analytical challenges, improve patient diagnostics, deliver
medicines to market and increase laboratory productivity. Through
our premier brands – Thermo Scientific, Applied Biosystems,
Invitrogen, Fisher Scientific and Unity Lab Services – we offer an
unmatched combination of innovative technologies, purchasing
convenience and comprehensive services. For more information,
please visit www.thermofisher.com.
Media Contact Information:
Karen Kirkwood,
Phone: 781-622-1306
E-mail: karen.kirkwood@thermofisher.com
Website: www.thermofisher.com
or
Investor Contact Information:
Ken Apicerno, Phone:
781-622-1294
E-mail: ken.apicerno@thermofisher.com
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SOURCE Thermo Fisher Scientific Inc.