WALTHAM, Mass., March 23, 2020 /PRNewswire/ -- Thermo Fisher
Scientific Inc. (NYSE: TMO) ("Thermo
Fisher") announced today that it has priced an offering of
$2.2 billion aggregate principal
amount (the "Offering") of the following notes:
- $1.1 billion aggregate principal
amount of its 4.133% senior notes due 2025, at the issue price of
100% of their principal amount, and
- $1.1 billion aggregate principal
amount of its 4.497% senior notes due 2030, at the issue price of
100% of their principal amount.
The Offering is expected to close on or about March 25, 2020, subject to customary closing
conditions. The notes will pay interest on a semi-annual basis.
Thermo Fisher intends to use the
net proceeds of the Offering to pay a portion of the consideration
for Thermo Fisher's previously
announced acquisition of QIAGEN N.V., a public limited liability
company (naamloze vennootschap) organized under the laws of
The Netherlands ("QIAGEN"),
including the repayment of indebtedness of QIAGEN to be assumed by
Thermo Fisher, and for general
corporate purposes, which may include the acquisition of companies
or businesses, repayment and refinancing of debt, working capital
and capital expenditures or the repurchase of our outstanding
equity securities. As previously announced, Thermo Fisher expects to complete the QIAGEN
transaction during the first half of 2021, subject to the
satisfaction of customary closing conditions, including the receipt
of applicable regulatory approvals, the adoption of certain
resolutions relating to the transaction at an Extraordinary General
Meeting of QIAGEN's shareholders, and completion of the tender
offer to purchase all issued ordinary shares of QIAGEN.
The joint book-running managers for the offering are J.P. Morgan
Securities LLC, Morgan Stanley & Co. LLC, BofA Securities,
Inc., Deutsche Bank Securities Inc. and Mizuho Securities
USA LLC.
The Offering is being made pursuant to an effective registration
statement on Form S-3 filed with the U.S. Securities and Exchange
Commission (the "SEC"). Prospective investors should read the
prospectus forming a part of that registration statement and the
prospectus supplement related to the Offering and the other
documents that Thermo Fisher has
filed with the SEC for more complete information about Thermo Fisher and this Offering. These documents
are available at no charge by visiting EDGAR on the SEC website at
www.sec.gov. Alternatively, Thermo
Fisher, the underwriters or any dealer participating in this
offering will arrange to send you the prospectus if you request it
by calling J.P. Morgan Securities LLC toll-free at (212) 834-4533;
Morgan Stanley & Co. LLC toll-free at (866) 718-1649; BofA
Securities, Inc. toll-free at (800) 294-1322; Deutsche Bank
Securities Inc. toll-free at (800) 503-4611; or Mizuho Securities
USA LLC toll-free at (866)
271-7403.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the notes, nor shall there be any
offer, solicitation or sale of the notes in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
the registration or qualification under the securities laws of any
such jurisdiction.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995, including, but not limited to, statements about Thermo Fisher's intended use of proceeds and the
anticipated timing of the closing of the proposed QIAGEN
acquisition. These statements involve a number of risks and
uncertainties that could cause actual results to differ materially
from currently anticipated results, including risks and
uncertainties relating to capital markets conditions and completion
of the Offering. Additional important factors and information
regarding Thermo Fisher's business
that could cause actual results to differ materially from those
indicated by such forward-looking statements are set forth in the
prospectus and prospectus supplement dated March 23, 2020 related to the Offering, which is
on file with the SEC and available in the "Investors" section of
our website under the heading "SEC Filings," and the documents
incorporated by reference into the prospectus and prospectus
supplement. While we may elect to update forward-looking statements
at some point in the future, we specifically disclaim any
obligation to do so, even if circumstances change and, therefore,
you should not rely on these forward-looking statements as
representing our views as of any date subsequent to today.
Media Contact Information:
Ron O'Brien
Phone: 781-622-1242
E-mail: ron.obrien@thermofisher.com
Investor Contact Information:
Ken Apicerno
Phone: 781-622-1294
E-mail: ken.apicerno@thermofisher.com
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SOURCE Thermo Fisher Scientific