Thermo Electron and Fisher Scientific to Combine in Industry-Transforming Transaction

-- Combination creates leading provider of laboratory products and services in the life, laboratory and health sciences industry

-- Accelerates revenue growth and expected to result in a 20 percent compound annual growth rate in adjusted EPS over three years

-- Generates $200 million in synergies

-- Transaction expected to be approximately 18 percent accretive to Thermo's 2007 consensus adjusted EPS

-- Combined company expected to have more than $9 billion in revenues and $1 billion in cash flow in 2007

Thermo Electron Corporation (NYSE: TMO) and Fisher ScientificInternational Inc. (NYSE: FSH) announced today that the boards ofdirectors of both companies have unanimously approved a definitiveagreement to combine the two companies in a tax-free, stock-for-stockexchange.

The transforming merger will create the leading provider oflaboratory products and services in the high-growth life, laboratoryand health sciences industry. The new company will be named ThermoFisher Scientific Inc. and is expected to have 2007 revenues of morethan $9 billion. Thermo and Fisher have complementary technologyleadership in instrumentation, life science consumables, software andservices. By combining these capabilities, the company will beuniquely positioned to provide integrated, end-to-end technicalsolutions. Thermo Fisher Scientific will have an industry leadingglobal sales and service organization with nearly 7,500 professionalsserving its customers worldwide.

Under the terms of the agreement, Fisher shareholders will receive2.00 shares of Thermo common stock for each share of Fisher commonstock they own. Based on Thermo's closing price of $39.45 per share onMay 5, 2006, this represents a value of $78.90 per Fisher share, or anaggregate equity value of $10.6 billion, not including net debt of$2.2 billion. Upon completion of the transaction, Thermo'sshareholders would own approximately 39 percent of the combinedcompany, and Fisher shareholders would own approximately 61 percent.The transaction will be treated as a reverse merger with Thermo as theacquirer.

Marijn E. Dekkers, president and chief executive officer ofThermo, will become president and chief executive officer of thecombined company, and Paul M. Meister, vice chairman of the board forFisher, will become chairman of the board of the combined company.Following the close of the transaction, Paul M. Montrone, chairman andchief executive officer of Fisher, will be stepping aside in supportof the new management team. He will be concentrating on launching newbusiness opportunities and will remain an adviser to the company. JimP. Manzi, chairman of the board of Thermo, will serve on the board ofdirectors of the combined company. Thermo Fisher Scientific's board ofdirectors will be comprised of eight members, with five nominated byThermo and three nominated by Fisher.

"This combination brings together two well-respected industryleaders in the life, laboratory and health sciences marketplace tocreate a company that has the product breadth, global reach andoperational expertise to drive significant value for shareholders,customers and employees," said Dekkers. "Both Thermo and Fisher havestrong track records of acquisition success and margin expansion. Bycombining our companies' complementary world-class product and serviceofferings with Fisher's unparalleled customer access, we expect toaccelerate growth by further penetrating our vast customer base. Ourcustomers will benefit from a partnership that can provide integrated,end-to-end application solutions to reduce their costs and increaseefficiency. Our companies and employees share a strong commitment toour customers, and I am pleased to bring the talented employees ofthese two great companies together."

"For more than 100 years, Fisher has played an important role inaiding scientific discovery. Our focus on supplying innovative productand service solutions has enabled our 350,000 customers to concentrateon what they do best -- improving health and extending life. Thermohas an equally solid record, and the combined company will bewell-positioned to deliver accelerated earnings growth forshareholders," said Montrone.

Meister added, "This is a great transaction that provides Fishershareholders with enhanced value both today and over the long-term.The upside potential we see as a result of our combination iscompelling. By leveraging the operating expertise at both companies,we anticipate realizing the strategic and financial benefits of thistransaction quickly and efficiently."

Benefits of the Transaction

Strategic combination. The merger creates the world's onlyprovider of fully integrated, end-to-end solutions in the life,laboratory and health sciences industry.

Accretive to earnings. Thermo expects 2007 adjusted earnings pershare of the combined company to be in the range of $2.27 to $2.37,reflecting accretion of approximately 18 percent to Thermo's consensus2007 adjusted EPS.

Accelerates revenue and earnings growth. The merger acceleratesrevenue growth and is expected to result in a 20 percent compoundannual growth rate in adjusted EPS over three years.

$200 million of synergies. The transaction is expected to generate$200 million of cost and revenue-related synergies in three years.2007 synergies are expected to be at least $75 million.

-- $150 million of cost-related synergies, excluding one-time costs, are expected to result primarily from manufacturing rationalization, sourcing and logistics efficiencies, and shared administrative functions.

-- $50 million of revenue-related synergies are expected to result from cross-selling opportunities, enhanced geographic reach, penetration of new and existing markets, and new solutions development.

Strong cash flow and financial flexibility. Operating cash flow isexpected to be in excess of $1 billion in 2007. With its solid balancesheet and strong cash flow, the combined company will bewell-positioned to accelerate growth both organically and throughacquisitions. In addition, the Thermo Electron board has increased thecurrent authorization of its buyback program to $300 million.

Talented employee base. Both Thermo and Fisher have exceptionalteams of talented and experienced employees. This combination ofindustry leaders is expected to benefit customers and suppliers, andprovide greater opportunities for the 30,000 employees of the combinedcompany.

Thermo Fisher Scientific will be headquartered in Waltham, Mass.,and will continue to have an office in Hampton, N.H.

Approvals and Time to Close

The transaction is subject to approval by both companies'shareholders as well as customary closing conditions and regulatoryapprovals. The transaction is expected to close in the fourth quarterof 2006.

Advisers

In connection with the transaction, Lehman Brothers and RothschildInc. are acting as financial advisers to Thermo, and Wachtell, Lipton,Rosen & Katz is legal counsel. Goldman, Sachs & Co. and Lazard Freres& Co. LLC are acting as financial advisers to Fisher, and Skadden,Arps, Slate, Meagher & Flom LLP is legal counsel.

Thermo and Fisher will host a conference call and webcast withinvestment analysts and shareholders at 10 a.m. EDT today to providemore information on this announcement and respond to questions. Thewebcast and accompanying slides can be accessed at www.thermo.com andwww.fisherscientific.com. An audio archive of the call will beavailable on both companies' Web sites.
Conference Call Dial-in: 888-823-7459 Domestic
973-935-2986 International
Passcode: 7369609

Replay Dial-in: 877-519-4471 Domestic
973-341-3080 International
Passcode: 7369609

About Fisher Scientific

Fisher Scientific International Inc. (NYSE: FSH) is a leadingprovider of products and services to the scientific community. Fisherfacilitates discovery by supplying researchers and clinicians in labsaround the world with the tools they need. We serve pharmaceutical andbiotech companies; colleges and universities; medical-researchinstitutions; hospitals; reference, quality-control, process-controland R&D labs in various industries; as well as government agencies.From biochemicals, cell-culture media and proprietary RNAi technologyto rapid-diagnostic tests, safety products and other consumablesupplies, Fisher provides more than 600,000 products and services.This broad offering, combined with Fisher's globally integrated supplychain and unmatched sales and marketing capabilities, helps make our350,000 customers more efficient and effective at what they do.

Founded in 1902, Fisher Scientific is a FORTUNE 500 company and isa component of the S&P 500 Index. With approximately 19,500 employeesworldwide, the company had revenues of $5.6 billion in 2005. FisherScientific is a company committed to delivering on our promises -- tocustomers, shareholders and employees alike. Additional informationabout Fisher is available on the company's Web site atwww.fisherscientific.com.

About Thermo Electron

Thermo Electron Corporation is the world leader in analyticalinstruments. Our instrument solutions enable our customers to make theworld a healthier, cleaner and safer place. Thermo's Life andLaboratory Sciences segment provides analytical instruments,scientific equipment, services and software solutions for lifescience, drug discovery, clinical, environmental and industriallaboratories. Thermo's Measurement and Control segment is dedicated toproviding analytical instruments used in a variety of manufacturingprocesses and in-the-field applications, including those associatedwith safety and homeland security. For more information, visithttp://www.thermo.com.

Forward-Looking Statements

Information set forth in this press release containsforward-looking statements, which involve a number of risks anduncertainties. Thermo Electron and Fisher Scientific caution readersthat any forward-looking information is not a guarantee of futureperformance and that actual results could differ materially from thosecontained in the forward-looking information. Such forward-lookingstatements include, but are not limited to, statements about thebenefits of the business combination transaction involving ThermoElectron and Fisher Scientific, including future financial andoperating results, the new company's plans, objectives, expectationsand intentions and other statements that are not historical facts.

Important factors that could cause actual results to differmaterially from those indicated by such forward-looking statements areset forth in Thermo Electron's and Fisher Scientific's filings withthe SEC, including their respective Quarterly Reports on Form 10-Q forthe first quarter of 2006. These include risks and uncertaintiesrelating to: the ability to obtain regulatory approvals of thetransaction on the proposed terms and schedule; the risk that thebusinesses will not be integrated successfully; the risk that the costsavings and any other synergies from the transaction may not be fullyrealized or may take longer to realize than expected; disruption fromthe transaction making it more difficult to maintain relationshipswith customers, employees or suppliers; competition and its effect onpricing, spending, third-party relationships and revenues; the need todevelop new products and adapt to significant technological change;implementation of strategies for improving internal growth; use andprotection of intellectual property; dependence on customers' capitalspending policies and government funding policies; realization ofpotential future savings from new productivity initiatives; dependenceon customers that operate in cyclical industries; general worldwideeconomic conditions and related uncertainties; the effect of changesin governmental regulations; exposure to product liability claims inexcess of insurance coverage; and the effect of exchange ratefluctuations on international operations. The parties undertake noobligation to publicly update any forward-looking statement, whetheras a result of new information, future events or otherwise.

Use of Non-GAAP Financial Measures

In addition to the financial measures prepared in accordance withgenerally accepted accounting principles (GAAP), we use the non-GAAPfinancial measure "adjusted EPS". Adjusted EPS excludes restructuringand other costs/income and amortization of acquisition-relatedintangible assets, certain other gains and losses, taxprovisions/benefits related to the gains and losses, benefits from taxcredit carryforwards, the impact of significant tax audits or eventsand discontinued operations. We exclude the above items because theyare outside of our normal operations and/or, in certain cases, aredifficult to forecast accurately for future periods. We believe thatthe use of non-GAAP measures helps investors to gain a betterunderstanding of our core operating results and future prospects,consistent with how management measures and forecasts our performance,especially when comparing such results to previous periods orforecasts.

Additional Information About this Transaction

In connection with the proposed merger, Thermo Electron will filewith the Securities and Exchange Commission (the "SEC") a RegistrationStatement on Form S-4 that will include a joint proxy statement ofThermo Electron and Fisher Scientific that also constitutes aprospectus of Thermo Electron. Thermo Electron and Fisher Scientificwill mail the joint proxy statement/prospectus to their respectivestockholders. Investors and security holders are urged to read thejoint proxy statement/prospectus regarding the proposed merger when itbecomes available because it will contain important information. Youmay obtain a free copy of the joint proxy statement/prospectus (whenavailable) and other related documents filed by Thermo Electron andFisher Scientific with the SEC at the SEC's Web site at www.sec.gov.The joint proxy statement/prospectus (when it is available) and theother documents may also be obtained for free by accessing ThermoElectron's Web site at http://www.thermo.com under the heading "AboutThermo" and then under the heading "Investors" or by accessing FisherScientific's Web site at http://www.fisherscientific.com under the tab"Investor Info."

Thermo Electron, Fisher Scientific and their respective directorsand executive officers may be soliciting proxies from stockholders infavor of the merger. Information regarding the persons who may, underthe rules of the SEC, be considered participants in the solicitationof the stockholders in connection with the proposed merger will be setforth in the joint proxy statement/prospectus when it is filed withthe SEC. You can find information about Thermo Electron's executiveofficers and directors in Thermo Electron's definitive proxy statementfiled with the SEC on April 11, 2006. You can find information aboutFisher Scientific's executive officers and directors in theirdefinitive proxy statement filed with the SEC on April 6, 2006. Youcan obtain free copies of these documents from Thermo Electron orFisher Scientific using the contact information above.