THERMO FISHER SCIENTIFIC INC. (NYSE:TMO) Files An 8-K Other Events
Item8.01.
| Other Events. |
On May15, 2017, Thermo Fisher Scientific Inc. (Thermo Fisher) and
Patheon N.V. (Patheon) issued a joint press release announcing
the execution of a Purchase Agreement by and among Thermo Fisher,
Thermo Fisher (CN) Luxembourg S. r.l., a wholly owned subsidiary
of Thermo Fisher (Buyer) and Patheon, to which, upon the terms
and subject to the conditions thereof, Buyer will commence a
tender offer to purchase all of the outstanding ordinary shares
of Patheon. A copy of the joint press release is attached as
Exhibit 99.1 hereto and is incorporated herein by reference.
In addition, on May15, 2017, Thermo Fisher provided supplemental
information regarding the proposed transaction in connection with
a presentation to analysts and investors. A copy of the
presentation is attached as Exhibit 99.2 hereto and is
incorporated herein by reference.
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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, Patheons
business experiencing 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
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could cause actual results to differ materially from those
indicated by such forward-looking statements are set forth in
Thermo Fishers Annual Report on Form 10-K for the year ended
December31, 2016, which is on file with the U.S. Securities and
Exchange Commission (SEC) and available in the Investors section
of Thermo Fishers 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
Patheons Annual Report on Form 10-K for the year ended October31,
2016 and its subsequent Quarterly Reports on Form 10-Q, including
its Quarterly Report on Form 10-Q for the quarter ended
January31, 2017, each of which is on file with the SEC and
available in the Investor Relations section of Patheons website,
ir.patheon.com, under the heading SEC Filings, and in other
documents Patheon files with the SEC. While Thermo Fisher or
Patheon may elect to update forward-looking statements at some
point in the future, Thermo Fisher and Patheon specifically
disclaim any obligation to do so, even if estimates change and,
therefore, you should not rely on these forward-looking
statements as representing either Thermo Fishers or Patheons
views as of any date subsequent to today.
Additional
Information and Where to Find It
The tender offer
referenced herein has not yet commenced. 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 will file with the SEC. On the
commencement date of the tender offer, a tender offer statement
on Schedule TO, including an offer to purchase, a letter of
transmittal and related documents, will be filed with the SEC by
Thermo Fisher and/or its acquisition subsidiary and a
solicitation/recommendation statement on Schedule 14D-9 will be
filed with the SEC by Patheon with respect to the tender offer.
The offer to purchase all of the outstanding ordinary shares of
Patheon will only be made to the offer to purchase, the letter of
transmittal and related documents filed as a part of the Schedule
TO. Patheon will also file a proxy statement with the SEC in
connection with the extraordinary general meeting of shareholders
of Patheon at which the Patheon shareholders will vote on certain
proposed resolutions in connection with the transaction (the EGM
Proposals).
THE TENDER OFFER
MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF
TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS), THE
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 AND THE
PROXY STATEMENT WILL CONTAIN IMPORTANT INFORMATION. INVESTORS AND
SHAREHOLDERS OF PATHEON ARE URGED TO READ THESE DOCUMENTS
CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION THAT SUCH PERSONS SHOULD CONSIDER BEFORE
MAKING ANY DECISION REGARDING TENDERING THEIR ORDINARY SHARES OR
MAKING ANY VOTING DECISION.
The tender offer
materials (including the offer to purchase and the related letter
of transmittal and certain other tender offer documents), the
solicitation/recommendation statement and the proxy statement
(when they become available) and other documents filed with the
SEC by Thermo Fisher or Patheon, may be obtained free of charge
at the SECs website at www.sec.gov
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or at Patheons
website at www.patheon.com or by contacting Patheons investor
relations department at 919-226-3165 or at Thermo Fishers website
at www.thermofisher.com or by contacting Thermo Fishers 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 the information agent for the
tender offer that will be named in the tender offer statement on
Schedule TO.
Participants in the
Solicitation
Patheon, its
directors and executive officers and other members of its
management and employees, as well as Thermo Fisher and its
directors and executive officers, may be deemed to be
participants in the solicitation of proxies from Patheons
shareholders in connection with the EGM Proposals. Information
about Patheons directors and executive officers and their
ownership of Patheon ordinary shares is set forth in the proxy
statement for Patheons 2017 annual general meeting of
shareholders, which was filed with the SEC on January26, 2017.
Information about Thermo Fishers directors and executive officers
is set forth in the proxy statement for Thermo Fishers 2017
annual meeting of stockholders, which was filed with the SEC on
April4, 2017. Shareholders may obtain additional information
regarding the direct and indirect interests of the participants
in the solicitation of proxies in connection with the EGM
Proposals, including the interests of Patheons directors and
executive officers in the transaction, which may be different
than those of Patheons shareholders generally, by reading the
proxy statement and other relevant documents regarding the
transaction which will be filed with the SEC.
| Item9.01 | Financial Statements and Exhibits. |
(d)Exhibits.
| Exhibit99.1 |
Joint Press Release of Thermo Fisher Scientific Inc. and Patheon N.V., dated May15, 2017. |
|
| Exhibit99.2 | Investor Presentation, dated May15, 2017. |
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About THERMO FISHER SCIENTIFIC INC. (NYSE:TMO)
Thermo Fisher Scientific Inc. develops, manufactures and sells a range of products. The Company is a provider of analytical instruments, equipment, reagents and consumables, software and services for research, manufacturing, analysis, discovery and diagnostics. The company operates through four segments: Life Sciences Solutions, Analytical Instruments, Specialty Diagnostics, and Laboratory Products and Services. Through the Life Sciences Solutions segment, it provides reagents, instruments and consumables used in biological and medical research, discovery and production of new drugs and vaccines, as well as diagnosis of disease. Through the Analytical Instruments segment, it provides instruments, consumables, software and services. The Specialty Diagnostics segment offers diagnostic test kits, reagents, culture media, instruments and associated products. The Laboratory Products and Services segment offers self-manufactured and sourced products for the laboratory. THERMO FISHER SCIENTIFIC INC. (NYSE:TMO) Recent Trading Information
THERMO FISHER SCIENTIFIC INC. (NYSE:TMO) closed its last trading session up +1.25 at 172.77 with 1,107,444 shares trading hands.