WALTHAM, Mass., March 30, 2020 /PRNewswire/ -- Thermo Fisher
Scientific Inc. (NYSE: TMO) ("Thermo
Fisher") announced today that it has priced an offering of
€1.2 billion aggregate principal amount (the "Offering") of the
following euro-denominated notes:
- €600 million aggregate principal amount of its 1.750% senior
notes due 2027 (the "2027 notes"), at the issue price of 99.190% of
their principal amount, and
- €600 million aggregate principal amount of its 2.375% senior
notes due 2032 (the "2032 notes"), at the issue price of 98.940% of
their principal amount.
The Offering is expected to close on or about April 2, 2020, subject to customary closing
conditions. The notes will pay interest on an 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 organized under the laws of The
Netherlands ("QIAGEN"), including the repayment of
indebtedness of QIAGEN, and for general corporate purposes, which
may include the acquisition of companies or businesses, repayment
and refinancing of debt (which may include our Floating Rate 2-Year
Senior Notes due August 7, 2020),
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 plc, Morgan Stanley & Co. International plc, Merrill
Lynch International, and Citigroup Global Markets Limited and, in
the case of the 2027 notes, Credit Suisse Securities (Europe) Limited, MUFG Securities EMEA plc and
U.S. Bancorp Investments, Inc., and in the case of the 2032 notes,
BNP Paribas, HSBC Bank plc and SMBC Nikko Capital Markets
Limited.
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 the 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 the
Offering will arrange to send you the prospectus if you request it
by calling J.P. Morgan Securities plc collect at +44-207-134-2468,
Morgan Stanley & Co. International plc toll-free at
1-866-718-1649, Merrill Lynch International toll-free at
1-800-294-1322 or Citigroup Global Markets Limited toll-free at
1-800-831-9146.
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 30, 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