Filed by Fisher Scientific International Inc.
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities and Exchange Act of 1934, as amended
 
Subject Company: Fisher Scientific International Inc.
Commission File No.: 1-10920

This filing relates to a planned merger (the “Merger”) between Fisher Scientific International Inc. (“Fisher”) and Apogent Technologies Inc. (“Apogent”) pursuant to the terms of an Amended and Restated Agreement and Plan of Merger, dated as of March 17, 2004, as amended April 16, 2004 (the “Merger Agreement”), by and among Fisher, Fox Merger Corporation and Apogent. The Merger Agreement is on file with the U.S. Securities and Exchange Commission (the “SEC”) as an exhibit to the Current Report on Form 8-K filed by Fisher on April 16, 2004, and is incorporated by reference into this filing.

NEWS RELEASE

Media Contact:	Investor Contact:
Gia L. Oei, 603-929-2489	Carolyn Miller, 603-929-2381
E-mail: Gia.Oei@nh.fishersci.com	E-mail: Carolyn.Miller@nh.fishersci.com

Fisher Scientific’s First-Quarter Revenues Top $1 Billion, Up 21 Percent;
Company Reports Record Sales and Earnings

HAMPTON, N.H., April 28, 2004 — Fisher Scientific International Inc. (NYSE: FSH), a world leader in serving science, today reported record sales and earnings for the first quarter ended March 31, 2004, reflecting increased sales of its scientific products and services and continuing strong demand from healthcare customers.

     “We’re off to a great start in 2004 as first-quarter sales exceeded $1 billion and we achieved record earnings,” said Paul M. Montrone, chairman and chief executive officer. “Our results reflect improved market dynamics and solid performance in our principal businesses, as well as contributions from our recent acquisitions.”

First-Quarter Reported Results

     Sales for the first quarter increased 21.3 percent to $1,011.0 million compared with $833.4 million in the corresponding period of 2003. Excluding the effect of foreign exchange, sales totaled $983.5 million in the first quarter, an 18.0 percent increase over the same quarter in 2003, with eight points of this increase from organic growth. Including nonrecurring inventory step-up costs totaling $6.6 million, net of tax ($10.2 million pre-tax), related to the Perbio and Oxoid acquisitions, first-quarter net income was $34.6 million, or 51 cents per diluted share, compared with a net loss of $0.9 million, or a loss of 2 cents per diluted share, in the first quarter of 2003.

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Fisher Scientific’s First-Quarter Revenues Top $1 Billion — Page 2

     Cash from operations for the quarter ended March 31, 2004, totaled $66.0 million, reflecting an increase in earnings and continued improvements in working-capital management. Capital expenditures were $13.1 million, primarily for facility expansions at Perbio. Free-cash flow, defined as cash from operations less capital expenditures, totaled $52.9 million for the first quarter.

Pro Forma Financial Results

     The following discussion excludes inventory step-up amounts in 2004 related to the acquisitions of Oxoid and Perbio and debt-refinancing costs in 2003. In the attached supplementary information tables, these items are reconciled to the most directly comparable financial measures computed in accordance with accounting principles generally accepted in the United States (GAAP).

     Income from operations for the first quarter increased 29.1 percent to $78.5 million compared with $60.8 million in the same quarter of 2003.

     First-quarter net income increased 48.2 percent to $41.2 million compared with net income of $27.8 million in the corresponding period of 2003, reflecting an improvement in operating income and a reduction in the effective tax rate. Diluted earnings per share (EPS) were 60 cents in the first quarter compared with 48 cents in the first quarter of 2003.

Business-Segment Results

     Excluding the effect of foreign exchange, sales of scientific products and services in the first quarter totaled $715.5 million, a 25.0 percent increase compared with the same period in 2003, with 12 points of this increase from organic growth. Sales growth was driven by contributions from the cell-culture and bioresearch divisions of Perbio and from Oxoid, strong sales in the United States, increased growth in international markets as well as safety-related product sales. Operating income increased 37.3 percent to $66.6 million from $48.5 million in the corresponding period of 2003.

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Fisher Scientific’s First-Quarter Revenues Top $1 Billion — Page 3

     Excluding the effect of foreign exchange, sales of healthcare products and services totaled $234.4 million in the first quarter, an 8.5 percent increase compared with the prior year’s quarter, with approximately five points of this increase from organic growth. Continued demand for products sold into clinical labs as well as sales from the medical-device division of Perbio drove sales growth during the quarter. Operating income totaled $12.1 million in the first quarter compared with $9.8 million in the same period in 2003.

     As expected, first-quarter sales in the laboratory-workstations segment decreased to $38.4 million from $49.9 million in the prior year, while the segment reported an operating loss of $0.2 million. The decline in sales and corresponding operating loss were primarily due to the timing of projects. Order activity in the laboratory-workstations segment improved during the first quarter with backlog at approximately $114 million at the end of the quarter, compared with $109 million at the corresponding period of 2003.

Special Items

• Fisher completed its acquisition of privately held Oxoid Group Holdings Limited on March 1. Oxoid is one of the world’s leading manufacturers of microbiological culture media and other products that test for bacterial contamination.

• On March 17, Fisher Scientific announced that it would combine with Apogent Technologies Inc. (NYSE: AOT) in a $3.7 billion transaction. The combination provides Fisher with a $1.1 billion footprint in the life-science market and substantially bolsters its portfolio of proprietary products. Fisher Scientific filed the preliminary joint proxy related to the transaction with the Securities and Exchange Commission on April 16 and submitted the Hart-Scott-Rodino filing related to this merger with the U.S. Federal Trade Commission on April 20. The company expects to complete the transaction early in the third quarter of the 2004 calendar year.

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Fisher Scientific’s First-Quarter Revenues Top $1 Billion — Page 4

• Fisher completed its acquisition of privately held Dharmacon, Inc. for $80 million in cash on April 1. Dharmacon is the global leader in RNA interference (RNAi) technology.

Company Outlook

     Based on an anticipated closing of the combination with Apogent early in the third quarter, the company is confirming the guidance issued upon the announcement of the transaction for both 2004 and 2005. Fisher Scientific expects that the transaction will be neutral to 2004 EPS and 15 cents accretive in 2005. The company’s guidance for 2004 and 2005 is as follows:

	2004		2005
Revenue growth (excluding foreign exchange)		27.5% - 29.5%		19.0% - 21.0%
Operating margins		10.5% - 10.7%		13.3% - 13.5%
Earnings per share		$2.75 - $2.87		$3.45 - $3.65
Diluted share count	94.5 million		122.0 million
Operating cash flow	$330 - $350 million		$510 - $540 million
Capital expenditures	$125 million		$130 million

     Fisher anticipates one-time costs for the Apogent transaction in 2004 and 2005 of approximately $175 million related to inventory step-up amounts, merger expenses, restructuring and other integration costs. The above guidance excludes these costs as well as one-time charges of approximately $24 million associated with the Perbio, Oxoid and Dharmacon transactions and excludes the effect of the potential conversion of Fisher’s and Apogent’s contingent convertible notes.

     Fisher Scientific expects second-quarter EPS to be in the range of 69 cents to 72 cents.

Upcoming Presentations

Fisher Scientific will present at the following conferences:

• Robert W. Baird & Co. Growth Stock Conference, May 4, at the Four Seasons Hotel in Chicago

• Banc of America Healthcare Conference, May 20, at the Four Seasons Hotel in Las Vegas

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Fisher Scientific’s First-Quarter Revenues Top $1 Billion — Page 5

• Goldman Sachs Healthcare Conference, June 9, at the Ritz-Carlton Laguna Niguel Hotel in Dana Point, Calif.

Conference Call Scheduled

     Fisher will host a teleconference to discuss its first-quarter financial results and 2004 guidance on Thursday, April 29 at 10 a.m. EDT. Interested parties who would like to participate may call 800-299-8538 (passcode: 28470358). International callers should dial (+1) 617-786-2902. Following the call, an audio replay will be available for 10 days. Callers from the United States should dial 888-286-8010. International callers should dial (+1) 617-801-6888. The conference replay code is 68520090. The conference call will also be webcast on Fisher’s Web site (www.fisherscientific.com). The webcast may be accessed on the Investor Relations Info page and will be archived until May 28.

About Fisher Scientific International Inc.

As a world leader in serving science, Fisher Scientific International Inc. (NYSE: FSH) offers more than 600,000 products and services to more than 350,000 customers located in approximately 145 countries. Fisher’s customers include pharmaceutical and biotech companies; colleges and universities; medical-research institutions; hospitals and reference labs; quality-control, process-control and R&D labs in various industries; as well as government and first responders. As a result of its broad product offering, electronic-commerce capabilities and integrated global logistics network, Fisher serves as a one-stop source of products, services and global solutions for its customers. The company primarily serves the scientific-research and clinical-laboratory markets. Additional information about Fisher is available on the company’s Web site at www.fisherscientific.com.

Forward-looking Statements

This announcement includes forward-looking statements. Fisher Scientific has based these forward-looking statements on its current expectations and projections about future events. Although Fisher Scientific believes that its assumptions made in connection with the forward-looking statements are reasonable, no assurances can be given that its assumptions and expectations will prove to have been correct. These forward-looking statements are subject to various risks, uncertainties and assumptions. Fisher Scientific undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this announcement might not occur.

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Table 1

Fisher Scientific International Inc.
Statement of Operations
(in millions, except per share data)
(UNAUDITED)

	Three Months Ended
	March 31,
	2004			2003
Sales	$	1,011.0		$	833.4
Cost of sales		735.2			614.9
Selling, general and administrative expense		207.5			157.7
Income from operations		68.3			60.8
Interest expense		22.0			22.3
Other (income) expense, net		(0.7	)		44.4
Income (loss) before income taxes		47.0			(5.9	)
Income tax provision (benefit)		12.4			(5.0	)
Net income (loss)	$	34.6		$	(0.9	)
Net income (loss) per common share:
Basic	$	0.54		$	(0.02	)
Diluted	$	0.51		$	(0.02	)
Weighted average common shares outstanding:
Basic		63.6			54.7
Diluted		68.2			54.7

Table 2

Fisher Scientific International Inc.
Segment Results
(in millions)
(UNAUDITED)

	Three Months Ended
	March 31,
				Growth
	2004			Rate			2003
Revenue
Scientific Products and Services	$	742.0			29.7	%	$	572.2
Healthcare Products and Services		235.4			9.0	%		216.0
Laboratory Workstations		38.4			-23.0	%		49.9
Eliminations		(4.8	)					(4.7	)
Total	$	1,011.0			21.3	%	$	833.4

	Three Months Ended
	March 31,
				Operating						Operating
	2004			Margin			2003			Margin
Operating Income
Scientific Products and Services	$	66.6			9.0	%	$	48.5			8.5	%
Healthcare Products and Services		12.1			5.1	%		9.8			4.5	%
Laboratory Workstations		(0.2	)		-0.5	%		2.6			5.2	%
Eliminations		—						(0.1	)
Segment sub-total		78.5			7.8	%		60.8			7.3	%
Inventory step-up		(10.2	)					—
Operating income	$	68.3			6.8	%	$	60.8			7.3	%

Table 3

Fisher Scientific International Inc.
Condensed Balance Sheet
(in millions)

	March 31,		December 31,
	2004		2003
	(UNAUDITED)
ASSETS
Current assets:
Cash and cash equivalents	$	56.4	$	83.8
Accounts receivable, net		490.3		432.7
Inventories		377.3		355.4
Other current assets		148.7		138.9
Total current assets		1,072.7		1,010.8
Property, plant and equipment		470.2		440.9
Goodwill		1,262.8		1,006.9
Other assets		455.9		400.8
Total assets	$	3,261.6	$	2,859.4
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term debt	$	9.2	$	12.0
Accounts payable		414.9		377.7
Accrued and other current liabilities		280.3		258.8
Total current liabilities		704.4		648.5
Long-term debt		1,634.2		1,386.1
Other liabilities		295.6		249.4
Total liabilities		2,634.2		2,284.0
Total stockholders’ equity		627.4		575.4
Total liabilities and stockholders’ equity	$	3,261.6	$	2,859.4

Table 4

Fisher Scientific International Inc.
Condensed Statement of Cash Flows
(in millions)
(UNAUDITED)

	Three Months Ended
	March 31,
	2004			2003
Cash flows from operating activities:
Net income (loss)	$	34.6		$	(0.9	)
Depreciation and amortization		24.1			19.5
Other adjustments to reconcile net income (loss) to cash provided by operating activities		3.6			38.1
Changes in working capital and other assets and liabilities		3.7			(0.9	)
Cash provided by operating activities		66.0			55.8
Cash flows from investing activities:
Acquisitions, net of cash acquired		(331.2	)		—
Capital expenditures		(13.1	)		(13.7	)
Other investing activity		(4.1	)		1.1
Cash used in investing activities		(348.4	)		(12.6	)
Cash flows from financing activities:
Proceeds from sale of common stock		18.2			0.3
Net change in debt		246.1			(13.7	)
Other financing activity		(8.8	)		(37.1	)
Changes in the accounts receivable securitization, net		—			10.0
Cash provided by (used in) financing activities		255.5			(40.5	)
Effect of exchange rate changes on cash		(0.5	)		2.3
Net change in cash and cash equivalents		(27.4	)		5.0
Cash and cash equivalents — beginning of period		83.8			38.8
Cash and cash equivalents — end of period	$	56.4		$	43.8

Table 5

Fisher Scientific International Inc.
Statement of Operations
Supplementary Information
(in millions, except per share data)
(UNAUDITED)

	Three Months Ended
	March 31, 2004									March 31, 2003
	As						As			As						As
	Reported			Adjustments			Adjusted			Reported			Adjustments			Adjusted
Sales	$	1,011.0		$	—		$	1,011.0		$	833.4		$	—		$	833.4
Cost of sales		735.2			(10.2	)(a)		725.0			614.9			—			614.9
Selling, general and administrative expense		207.5			—			207.5			157.7			—			157.7
Income from operations		68.3			10.2			78.5			60.8			—			60.8
Interest expense		22.0			—			22.0			22.3			—			22.3
Other (income) expense, net		(0.7	)		—			(0.7	)		44.4			(45.6	)(c)		(1.2	)
Income (loss) before income taxes		47.0			10.2			57.2			(5.9	)		45.6			39.7
Income tax provision (benefit)		12.4			3.6	(b)		16.0			(5.0	)		16.9	(d)		11.9
Net income (loss)	$	34.6		$	6.6		$	41.2		$	(0.9	)	$	28.7		$	27.8
Diluted net income (loss) per common share	$	0.51		$	0.09		$	0.60		$	(0.02	)	$	0.50	(e)	$	0.48
Diluted weighted average common shares outstanding		68.2						68.2			54.7						58.1

(a)	Represents a charge associated with the step-up of inventory to fair value at the date of acquisition.
(b)	Represents an adjustment for the incremental tax benefit associated with item (a).
(c)	Represents charges associated with call premiums and deferred financing fees.
(d)	Represents an adjustment for the incremental tax benefit associated with item (c).
(e)	Impacted by $(0.02) for the effect of factoring in additional dilutive shares outstanding

Reconciliation of Net Income to EBITDA

	Three Months Ended
	March 31,
	2004			2003
Net income (loss)	$	34.6		$	(0.9	)
Adjustments to reconcile net income to adjusted EBITDA:
Income tax provision (benefit)		12.4			(5.0	)
Interest expense		22.0			22.3
Depreciation and amortization		24.1			19.5
Amortization of deferred financing fees		(0.8	)		(1.0	)
Inventory step-up		10.2			—
Call premiums and deferred financing fees		—			45.6
Adjusted EBITDA	$	102.5		$	80.5

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding Fisher Scientific International’s business which are not historical facts are “forward-looking statements” that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” in the Company’s Annual Report or Form 10-K for the most recently ended fiscal year.

* * *

FORWARD LOOKING STATEMENTS

This communication contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on Fisher’s and Apogent’s current expectations and beliefs and are subject to a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those described in the forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Risks, uncertainties and assumptions include the possibility that (1) the companies may be unable to obtain stockholder or regulatory approvals required for the Merger; (2) problems may arise in successfully integrating the businesses of the two companies; (3) the acquisition may involve unexpected costs; (4) the combined company may be unable to achieve cost-cutting synergies; (5) the businesses may suffer as a result of uncertainty surrounding the acquisition; and (6) the industry may be subject to future regulatory or legislative actions and other risks that are described in SEC reports filed by Fisher and Apogent. Because forward-looking statements involve risks and uncertainties, actual results and events may differ materially from results and events currently expected by Fisher and Apogent. Fisher and Apogent assume no obligation and expressly disclaim any duty to update the information contained herein except as required by law.

ADDITIONAL INFORMATION ABOUT THE MERGER
AND WHERE TO FIND IT

In connection with the proposed Merger, Fisher and Apogent have filed relevant materials with the SEC, including a registration statement that contains a prospectus and a joint proxy statement. Investors and security holders are urged to read these documents and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information about Fisher, Apogent and the Merger. Investors and security holders may obtain these documents (and any other documents filed by Fisher or Apogent with the SEC) free of charge at the SEC’s website at www.sec.gov. In addition, the documents filed with the SEC by Fisher may be obtained free of charge by directing such request to: Corporate Secretary, One Liberty Lane, Hampton, NH 03842 or from Fisher’s website at www.fisherscientific.com. The documents filed with the SEC by Apogent may be obtained free of charge by directing such request to: Director of Investor Relations, 30 Penhallow Street, Portsmouth, NH 03801 or from Apogent’s website at www.apogent.com. Investors and security holders are urged to read the joint proxy

statement/prospectus and the other relevant materials before making any voting or investment decision with respect to the proposed Merger.

Fisher, Apogent and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from the stockholders of Fisher and Apogent in favor of the acquisition. Information about the executive officers and directors of Fisher and their ownership of Fisher common stock is set forth in the proxy statement for Fisher’s 2003 Annual Meeting of Shareholders, which was filed with the SEC on April 10, 2003. Information about the executive officers and directors of Apogent and their ownership of Apogent common stock is set forth in the proxy statement for Apogent’s 2004 Annual Meeting of Shareholders, which was filed with the SEC on December 23, 2003. Investors and security holders may obtain more detailed information regarding the direct and indirect interests of Fisher, Apogent and their respective executive officers and directors in the Merger by reading the joint proxy statement/prospectus regarding the Merger.