Thermo Fisher Scientific Announces $1.5 Billion Offering of Common Stock

WALTHAM, Mass., Aug. 7, 2017 /PRNewswire/ -- Thermo Fisher Scientific Inc. (NYSE: TMO) announced that it has commenced an underwritten public offering of $1.5 billion of its common stock. Thermo Fisher also intends to grant the underwriters an option for a period of 30 days to purchase up to $225.0 million of additional shares of its common stock. All of the shares in the offering are to be sold by Thermo Fisher.

Thermo Fisher intends to use all of the net proceeds of the offering to fund a portion of the consideration payable for its acquisition of Patheon N.V. (NYSE: PTHN), including the repayment of indebtedness of Patheon N.V. to be assumed by Thermo Fisher. As announced in a separate press release issued today, Thermo Fisher now expects to complete the transaction around the end of the third quarter of 2017, subject to the satisfaction of customary closing conditions, including the receipt of applicable regulatory approvals and completion of Thermo Fisher's tender offer to acquire all of the issued and outstanding shares of Patheon N.V. The offering is not conditioned upon the completion of the acquisition of Patheon N.V.

Goldman Sachs & Co. LLC is acting as lead book-running manager for the offering. BofA Merrill Lynch and Citigroup are acting as joint book-running managers.

The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed or as to the actual size or terms of the offering.   

The offering is being made pursuant to an effective registration statement on Form S-3, as amended by the post-effective amendment thereto (including a prospectus), 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 preliminary 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 this 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 this offering will arrange to send you the prospectus if you request it by calling Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, by telephone at 1-866-471-2526 or by email at prospectus-ny@ny.email.gs.com;  BofA Merrill Lynch, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte,  NC  28255-0001, Attention:  Prospectus Department, or by e-mail at dg.prospectus_requests@baml.com; or Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or telephone at 1-800-831-9146.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the shares of common stock, nor shall there be any offer, solicitation or sale of the shares of common stock 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 the company's intended use of proceeds and the expected closing of the acquisition of Patheon N.V.  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, 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.

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SOURCE Thermo Fisher Scientific Inc.