Fisher Scientific Announces Successful Completion of Consent Solicitation
21 September 2006 - 10:30PM
Business Wire
Fisher Scientific International Inc. (NYSE: FSH) today announced
that it has received the required consents from note holders to
execute supplemental indentures amending the indentures relating to
its: -- 6 3/4 percent Senior Subordinated Notes due 2014 (CUSIP No:
338032 AZ 8), and -- 6 1/8 percent Senior Subordinated Notes due
2015 (CUSIP No: 338032 BB 0). The consents were obtained in
accordance with Fisher Scientific's consent solicitation, which
commenced Sept. 6, 2006, and expired at 5 p.m. Eastern Daylight
Time (EDT) on Sept. 20, 2006. On May 8, Fisher Scientific and
Thermo Electron Corporation (NYSE: TMO) announced an agreement to
combine the two companies. In connection with this transaction,
Thermo will become a co-obligor on the notes on a senior
subordinated basis. The supplemental indentures executed in
connection with the consent solicitation will (i) modify the
covenant that requires the company to provide certain information
to the applicable trustee and holders such that the filing of
periodic reports with the Securities and Exchange Commission (SEC)
by Thermo, the direct parent of Fisher Scientific after the merger,
will satisfy the information requirement; and (ii) modify the
provision addressing the effect of credit ratings on certain
covenants such that the rating necessary for termination or
suspension of such covenants will be the rating of the relevant
series of notes. In accordance with the terms of the consent
solicitation, the company will pay to each holder who has validly
delivered (and not revoked) a consent on or prior to 5 p.m. EDT on
the expiration date the amount of $1.25 for each $1,000 principal
amount of notes. However, no payment will be made unless and until
the merger between Fisher Scientific and Thermo is consummated.
Deutsche Bank Securities Inc. acted as Solicitation Agent, and
Global Bondholder Services Company acted as Information Agent and
Tabulation Agent for the consent solicitation. Fisher Scientific:
The World Leader in Serving Science Fisher Scientific International
Inc. (NYSE: FSH) is a leading provider of products and services to
the scientific community. Fisher facilitates discovery by supplying
researchers and clinicians in labs around the world with the tools
they need. We serve pharmaceutical and biotech companies; colleges
and universities; medical-research institutions; hospitals;
reference, quality-control, process-control and R&D labs in
various industries; as well as government agencies. From
biochemicals, cell-culture media and proprietary RNAi technology to
rapid-diagnostic tests, safety products and other consumable
supplies, Fisher provides more than 600,000 products and services.
This broad offering, combined with Fisher's globally integrated
supply chain and unmatched sales and marketing capabilities, helps
make our 350,000 customers more efficient and effective at what
they do. Founded in 1902, Fisher Scientific is a FORTUNE 500
company and is a component of the S&P 500 Index. With
approximately 19,500 employees worldwide, the company had revenues
of $5.6 billion in 2005. Fisher Scientific is a company committed
to delivering on our promises -- to customers, shareholders and
employees alike. Additional information about Fisher is available
on the company's Web site at www.fisherscientific.com.
Forward-looking Statements This announcement includes
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. All such statements are
based on current expectations and projections about future events.
No assurances can be given that Fisher Scientific's assumptions and
expectations will prove to have been correct, and actual results
could vary materially from these assumptions and expectations.
Important factors that could cause actual results to differ
materially from the results predicted include challenges presented
by our acquisitions; economic and political risks related to our
international operations; changes in the healthcare industry; the
impact of government regulation; dependence on our customers'
research and development efforts; and changes or disruptions in our
relationships with our customers, suppliers and key employees,
together with other potential risks and uncertainties, all of which
are detailed under the captions "Risk Factors" and "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" in Fisher Scientific's annual reports on Form 10-K and
its other filings with the Securities and Exchange Commission.
Copies of such reports are available on Fisher Scientific's Web
site at www.fisherscientific.com and on the SEC's Web site at
www.sec.gov. Fisher Scientific undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
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