WALTHAM, Mass., Aug. 23,
2017 /PRNewswire/ -- Thermo Fisher Scientific Inc. (NYSE:
TMO), the world leader in serving science, announced that all
required antitrust clearances have been obtained for the previously
announced all-cash tender offer by its wholly owned subsidiary,
Thermo Fisher (CN) Luxembourg S.à
r.l., to purchase all of the outstanding ordinary shares of Patheon
N.V. (NYSE: PTHN).
Competition authorities in Brazil approved the transaction on
August 7, 2017, initiating a 15
calendar-day comment period, which expired on August 22, 2017. Additionally, the European
Commission approved the transaction today.
As a result of the antitrust approvals, Thermo Fisher expects to complete the tender
offer promptly following the expiration of the offer, which is
scheduled to expire at 5:00 p.m.,
New York City time, on
August 28, 2017. Completion of
the tender offer is subject to the satisfaction of conditions
described in the tender offer statement on Schedule TO filed by
Thermo Fisher with the U.S.
Securities and Exchange Commission on May
31, 2017 (as amended and supplemented, the "Schedule
TO").
American Stock Transfer & Trust Company, LLC, the depositary
for the tender offer, has advised Thermo
Fisher that as of 5:00 p.m.,
New York City time, on
August 22, 2017, 120,161,513 Patheon
ordinary shares, representing approximately 82.8% of the
outstanding Patheon ordinary shares, had been validly tendered
pursuant to the tender offer and not properly withdrawn.
D.F. King & Co. is acting as information agent for the
tender offer. Requests for documents and questions regarding the
tender offer may be directed to D.F.
King toll free at 800-487-4870 (for shareholders) or collect
at 212-269-5550 (for banks and brokers).
About Thermo Fisher Scientific
Thermo Fisher Scientific Inc. (NYSE: TMO) is the world leader in
serving science, with revenues of $18
billion and more than 55,000 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
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 support. For more information, please visit
www.thermofisher.com.
Forward-Looking Statements
This communication contains forward-looking statements that
involve a number of risks and uncertainties. Words such as
"believes," "anticipates," "plans," "expects," "seeks,"
"estimates," and similar expressions are intended to identify
forward-looking statements, but other statements that are not
historical facts may also be deemed to be forward-looking
statements. Important factors that could cause actual results to
differ materially from those indicated by forward-looking
statements include risks and uncertainties relating to: the need to
develop new products and adapt to significant technological change;
implementation of strategies for improving growth; general economic
conditions and related uncertainties; dependence on customers'
capital spending policies and government funding policies; the
effect of exchange rate fluctuations on international operations;
use and protection of intellectual property; the effect of changes
in governmental regulations; and the effect of laws and regulations
governing government contracts, as well as the possibility that
expected benefits related to recent and pending acquisitions,
including the proposed transaction, may not materialize as
expected; the proposed transaction not being timely completed, if
completed at all; prior to the completion of the transaction,
Patheon's business may experience disruptions due to
transaction-related uncertainty or other factors making it more
difficult to maintain relationships with employees, customers,
licensees, other business partners or governmental entities;
difficulty retaining key employees; the outcome of any legal
proceedings related to the proposed transaction; and the parties
being unable to successfully implement integration strategies or to
achieve expected synergies and operating efficiencies within the
expected time-frames or at all. Additional important factors that
could cause actual results to differ materially from those
indicated by such forward-looking statements are set forth in
Thermo Fisher's Annual Report on
Form 10-K for the year ended December 31,
2016, which is on file with the U.S. Securities and Exchange
Commission ("SEC") and available in the "Investors" section of
Thermo Fisher's website,
ir.thermofisher.com, under the heading "SEC Filings," and in any
subsequent Quarterly Reports on Form 10-Q and other documents
Thermo Fisher files with the SEC,
and in Patheon's Annual Report on Form 10-K for the year ended
October 31, 2016 and its subsequent
Quarterly Reports on Form 10-Q, including its Quarterly Report on
Form 10-Q for the quarter ended January 31,
2017 and its Quarterly Report on Form 10-Q for the quarter
ended April 30, 2017, each of which
is on file with the SEC and available in the "Investor Relations"
section of Patheon's website, ir.patheon.com, under the heading
"SEC Filings," and in other documents Patheon files with the SEC.
While Thermo Fisher may elect to
update forward-looking statements at some point in the future,
Thermo Fisher specifically disclaims
any obligation to do so, even if estimates change and, therefore,
you should not rely on these forward-looking statements as
representing Thermo Fisher's views
as of any date subsequent to today.
Additional Information and Where to Find It
The tender offer referenced herein commenced on May 31, 2017. This communication is for
informational purposes only and is neither an offer to purchase nor
a solicitation of an offer to sell any ordinary shares of Patheon
or any other securities, nor is it a substitute for the tender
offer materials that Thermo Fisher
and its acquisition subsidiary have filed with the SEC. On
May 31, 2017, a tender offer
statement on Schedule TO, including an offer to purchase, a letter
of transmittal and related documents, was filed with the SEC by
Thermo Fisher and its acquisition
subsidiary and a solicitation/recommendation statement on Schedule
14D-9 was filed with the SEC by Patheon with respect to the tender
offer. The offer to purchase all of the outstanding ordinary shares
of Patheon is only being made pursuant to the offer to purchase,
the letter of transmittal and related documents filed as a part of
the Schedule TO.
THE TENDER OFFER MATERIALS (INCLUDING THE OFFER TO PURCHASE, THE
RELATED LETTER OF TRANSMITTAL AND THE OTHER TENDER OFFER DOCUMENTS)
AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9
CONTAIN IMPORTANT INFORMATION. INVESTORS AND SHAREHOLDERS OF
PATHEON ARE URGED TO READ THESE DOCUMENTS CAREFULLY BECAUSE THEY
CONTAIN IMPORTANT INFORMATION THAT SUCH PERSONS SHOULD CONSIDER
BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR ORDINARY
SHARES.
The tender offer materials (including the offer to purchase and
the related letter of transmittal and the other tender offer
documents), the solicitation/recommendation statement and other
documents filed with the SEC by Thermo
Fisher or Patheon may be obtained free of charge at the
SEC's website at www.sec.gov or at Patheon's website at
www.patheon.com or by contacting Patheon's investor relations
department at 919-226-3165 or at Thermo Fisher's website at
www.thermofisher.com or by contacting Thermo Fisher's investor relations department at
781-622-1111. In addition, investors and shareholders of Patheon
may obtain free copies of the tender offer materials by contacting
D.F. King & Co., Inc.,
Thermo Fisher's information agent
for the tender offer.
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.
