- Accelerates Solventum's business transformation and sharpens
focus on strategic areas for growth to deliver long-term
shareholder value
- Strengthens balance sheet with proceeds to be used primarily
for debt paydown
ST.
PAUL, Minn., Feb. 25,
2025 /PRNewswire/ -- Solventum (NYSE: SOLV) today
announced it has entered into a definitive agreement to sell its
Purification & Filtration1 business to Thermo Fisher
Scientific Inc. (NYSE: TMO) ("Thermo
Fisher") for $4.1 billion.
Solventum expects the transaction to be neutral to 2025 EPS and
expects an estimated $3.4 billion in
net proceeds, which it intends to use primarily to pay down debt.
The transaction is expected to be completed by the end of 2025,
subject to regulatory approval and customary closing
conditions.
"The sale of the Purification & Filtration business is part
of phase three of our transformation plan and follows a thorough
analysis of the value and strategic alignment of our businesses,"
said Bryan Hanson, Solventum CEO.
"This transaction will enhance our strategic focus and key metrics
while reducing leverage and significantly strengthening our balance
sheet. It also enables us to invest in the innovation, programs and
talent we need to execute our mission and deliver shareholder
value."
Mr. Hanson continued, "Solventum is committed to ensuring a
smooth transition for employees, customers and other stakeholders,
and we are confident that Thermo
Fisher will provide the Purification & Filtration
business – which offers filters and membranes for use in the
manufacturing of biopharmaceutical and medical technologies,
microelectronics and food, beverage products and drinking water –
the strategic investment and resources needed for sustaining growth
and delivering customer solutions."
Solventum will discuss the transaction on its upcoming fourth
quarter and full-year 2024 earnings call scheduled for February 27, 2025. With this significant change
in the Company's portfolio and the other major actions taken since
becoming an independent publicly traded company on April 1, 2024, Solventum has scheduled an
Investor Day on March 20, 2025, to
provide investors with an update on the progress made, its
go-forward positioning and long-range plan. The Investor Day will
be held in New York City, and the
Company will share additional logistical details in due course.
Morgan Stanley & Co. LLC, Perella Weinberg Partners and J.P.
Morgan Securities LLC served as financial advisors to Solventum,
and Cleary Gottlieb Steen &
Hamilton served as legal advisor to Solventum.
1Other than for its operations in Belgium, France and Ireland, for which Thermo Fisher granted a binding offer to
Solventum
About Solventum
At Solventum, we enable better, smarter, safer healthcare to
improve lives. As a new company with a long legacy of creating
breakthrough solutions for our customers' toughest challenges, we
pioneer game-changing innovations at the intersection of health,
material and data science that change patients' lives for the
better — while empowering healthcare professionals to perform at
their best. See how at Solventum.com.
Forward-Looking Statements
This news release contains
forward-looking information about Solventum's financial results,
estimates, and business prospects that involve substantial risks
and uncertainties. In particular, statements regarding the future
performance of Solventum, including guidance for 2024, are
forward-looking statements. You can identify these statements by
the use of words such as "anticipates," "believes," "could,"
"estimates," "expects," "forecasts," "goal," "guidance," "intends,"
"may," "outlook," "plans," "projects," "seeks," "sees," "should,"
"targets," "will," "would," and other words and terms of similar
meaning in connection with any discussion of future operating or
financial performance or business plans or prospects. Among the
factors that could cause actual results to differ materially are
the following: (1) the effects of, and changes in, worldwide
economic, political, regulatory, international, trade and
geopolitical conditions, natural disasters, war, public health
crises, and other events beyond Solventum's control; (2)
operational execution risks; (3) damage to our reputation or our
brands; (4) risks from acquisitions, strategic alliances,
divestitures and other strategic events; (5) Solventum's business
dealings involving third-party partners in various markets; (6)
Solventum's ability to access the capital and credit markets and
changes in Solventum's credit ratings; (7) exposure to interest
rate and currency risks; (8) the highly competitive environment in
which Solventum operates and consolidation in the healthcare
industry; (9) reduction in customers' research budgets or
government funding; (10) the timing and market acceptance of
Solventum's new product and service offerings; (11) ongoing working
relationships with certain key healthcare professionals; (12)
changes in reimbursement practices of governments or private payers
or other cost containment measures; (13) Solventum's ability to
obtain components or raw materials supplied by third parties and
other manufacturing and related supply chain difficulties,
interruptions, and disruptive factors; (14) legal and regulatory
proceedings and legal compliance risks (including third-party
risks) with regards to antitrust, Foreign Corrupt Practices Act
(FCPA) and other anti-bribery laws, environmental laws,
anti-kickback and false claims laws, privacy laws, tax laws, and
other laws and regulations in the United
States and other countries in which Solventum operates; (15)
potential liabilities related to a broad group of perfluoroalkyl
and polyfluoroalkyl substances, collectively known as "PFAS"; (16)
risks related to the highly regulated environment in which
Solventum operates; (17) risks associated with product liability
claims; (18) climate change and measures to address climate change;
(19) security breaches and other disruptions to information
technology infrastructure; (20) Solventum's failure to obtain,
maintain, protect, or effectively enforce its intellectual property
("IP") rights; (21) pension and postretirement obligation
liabilities; (22) any failure by the 3M Company ("3M")
to perform any of its obligations under the various separation
agreements in connection with the separation from 3M (the "Spin-Off"); (23) any failure to realize
the expected benefits of the Spin-Off, and/or that the Spin-Off
will not be completed within the expected time frame, on the
expected terms or at all; (24) a determination by the IRS or other
tax authorities that the distribution or certain related
transactions should be treated as taxable transactions; (25)
expected financing transactions undertaken in connection with the
separation and risks associated with additional indebtedness; (26)
the risk that incremental costs of operating on a standalone basis
(including the loss of synergies), costs of restructuring
transactions and other costs incurred in connection with the
separation will exceed Solventum's estimates; and (27) the impact
of the Spin-Off on its businesses and the risk that the Spin-Off
may be more difficult, time-consuming or costly than expected,
including the impact on its resources, systems, procedures and
controls, diversion of management's attention and the impact on
relationships with customers, suppliers, employees and other
business counterparties.
Changes in such assumptions or factors could produce
significantly different results. A further description of these
factors is located under "Cautionary Note Regarding Forward-Looking
Statements" and "Risk Factors" in Solventum's periodic reports on
file with the U.S. Securities & Exchange Commission. Solventum
assumes no obligation to update any forward-looking statements
discussed herein as a result of new information or future events or
developments.
View original content to download
multimedia:https://www.prnewswire.com/news-releases/solventum-announces-sale-of-its-purification--filtration-business-to-thermo-fisher-scientific-inc-for-4-1b-302384734.html
SOURCE Solventum
