sctovi

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ATgTkfLwp/mqLbK+37iHXq4qzuoDMNfSJllBRjytnTxHepCxfY0lweJ9cs5vU1f7 lsKk1U1nSA1lufuG+Ytlew== 0000950123-09-062356.txt : 20091113 0000950123-09-062356.hdr.sgml : 20091113 20091113162826 ACCESSION NUMBER: 0000950123-09-062356 CONFORMED SUBMISSION TYPE: SC TO-I PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 20091113 DATE AS OF CHANGE: 20091113 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: THERMO FISHER SCIENTIFIC INC. CENTRAL INDEX KEY: 0000097745 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 042209186 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I SEC ACT: 1934 Act SEC FILE NUMBER: 005-13830 FILM NUMBER: 091181971 BUSINESS ADDRESS: STREET 1: 81 WYMAN ST STREET 2: PO BOX 9046 CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 7816221000 MAIL ADDRESS: STREET 1: 81 WYMAN ST STREET 2: PO BOX 9046 CITY: WALTHAM STATE: MA ZIP: 02451 FORMER COMPANY: FORMER CONFORMED NAME: THERMO ELECTRON CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: THERMO FISHER SCIENTIFIC INC. CENTRAL INDEX KEY: 0000097745 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 042209186 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I BUSINESS ADDRESS: STREET 1: 81 WYMAN ST STREET 2: PO BOX 9046 CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 7816221000 MAIL ADDRESS: STREET 1: 81 WYMAN ST STREET 2: PO BOX 9046 CITY: WALTHAM STATE: MA ZIP: 02451 FORMER COMPANY: FORMER CONFORMED NAME: THERMO ELECTRON CORP DATE OF NAME CHANGE: 19920703 SC TO-I 1 b77977sctovi.htm SC TO-I sctovi

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Rule 14d-100)

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

THERMO FISHER SCIENTIFIC INC.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

2.50% CONVERTIBLE SENIOR NOTES DUE 2023

(Title of Class of Securities)

338032 AW 5
338032 AP 0

(CUSIP Numbers of Class of Securities)

Seth H. Hoogasian
Senior Vice President, General Counsel and Secretary
81 Wyman Street
Waltham, Massachusetts 02451
(781) 622-1000

(Name, address and telephone number of person authorized to receive notices
and communications on behalf of the filing person)

With copies to:


Hal J. Leibowitz		Stuart R. Nayman
Wilmer Cutler Pickering Hale and Dorr LLP		Wilmer Cutler Pickering Hale and Dorr LLP
60 State Street		399 Park Avenue
Boston, Massachusetts 02109		New York, New York 10022
(617) 526-6000		(212) 230-8800

CALCULATION OF FILING FEE


Transaction Valuation*		Amount of Filing Fee**
$574,462,998.74		$32,055.04

*		Calculated solely for purposes of determining the amount of the filing fee. Pursuant to Rule 0-11(b)(1) of the Securities Exchange Act of 1934, the transaction valuation was calculated assuming that all 2.50% Convertible Senior Notes due 2023 (the “Convertible Notes”) of Thermo Fisher Scientific Inc. (the “Company”) outstanding as of November 12, 2009 will be purchased pursuant to the Offer at a purchase price of $1,944.96 per $1,000 principal amount of Convertible Notes, based on the average of the high and low prices per share of the Company’s common stock reported on the New York Stock Exchange on November 6, 2009. The final purchase price per $1,000 principal amount of Convertible Notes will be determined in accordance with the pricing formula described in the Company’s Offer to Purchase, dated November 13, 2009. As of November 12, 2009, there were Convertible Notes outstanding in an aggregate principal amount of $295,360,000.

**		The amount of the filing fee is calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, by multiplying the Transaction Valuation by 0.00005580.

o		Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: Form or Registration No.: Filing Party: Date Filed:

o		Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o		third-party tender offer subject to Rule 14d-1

þ		issuer tender offer subject to Rule 13e-4

o		going-private transaction subject to Rule 13e-3

o		amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

TABLE OF CONTENTS


	Item 1. Summary Term Sheet
	Item 2. Subject Company Information
	Item 3. Identity and Background of Filing Person
	Item 4. Terms of the Transaction
	Item 5. Past Contacts, Transactions, Negotiations and Agreements
	Item 6. Purposes of the Transaction and Plans or Proposals
	Item 7. Source and Amount of Funds or Other Consideration
	Item 8. Interest in the Securities of the Subject Company
	Item 9. Persons/Assets, Retained, Employed, Compensated or Used
	Item 10. Financial Statements
	Item 11. Additional Information
	Item 12. Exhibits
	Item 13. Information Required by Schedule 13E-3
SIGNATURE
EXHIBIT INDEX
Ex-(a)(1)(i) Offer to Purchase, dated November 13, 2009
Ex-(a)(1)(ii) Form of Letter of Transmittal
Ex-(a)(1)(iii) Form of Notice of Voluntary Offering Instructions
Ex-(a)(1)(iv) Form of Notice of Withdrawal
Ex-(a)(5)(i) Press Release, dated November 13, 2009
Ex-(d)(4) First Supplemental Indenture, dated as of May 9, 2005
Ex-(d)(5) Letter Agreement, dated as of May 9, 2005

INTRODUCTORY STATEMENT

This Issuer Tender Offer Statement on Schedule TO (this “Schedule TO”) is being filed with the Securities and Exchange Commission (the “SEC”) by Thermo Fisher Scientific Inc., a Delaware corporation (the “Company”), pursuant to Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with the Company’s offer to purchase for cash (the “Offer”) any and all of its outstanding 2.50% Convertible Senior Notes due 2023 (the “Convertible Notes”) upon the terms and subject to the conditions set forth in the Company’s Offer to Purchase, dated November 13, 2009 (the “Offer to Purchase”), and the related Letter of Transmittal (the “Letter of Transmittal”), each of which is attached as an exhibit to this Schedule TO. The Offer will expire at 12:00 midnight, New York City time, at the end of Thursday, December 17, 2009, unless the Offer is extended or earlier terminated by the Company (as may be extended by the Company, the “Expiration Date”).

Upon the terms and subject to the conditions of the Offer, holders of Convertible Notes who validly tender and do not validly withdraw their Convertible Notes prior to 12:00 midnight, New York City time, at the end of the Expiration Date, will receive, for each $1,000 principal amount of such Convertible Notes, a cash purchase price equal to the sum of (i) the Average VWAP (as defined in the Offer to Purchase) multiplied by 42.1372 (which is the number of shares of the Company’s common stock currently issuable upon conversion of $1,000 principal amount of Convertible Notes) plus (ii) a fixed cash amount of $56.50, provided that in no event will the purchase price per $1,000 principal amount of such Convertible Notes be less than $1,474.8020. In addition, holders will receive in respect of their Convertible Notes that are accepted for purchase accrued and unpaid interest on such Convertible Notes to, but excluding, the settlement date of the Offer. All amounts payable pursuant to the Offer will be rounded to the nearest cent.

The Company will determine the final purchase price promptly after the close of trading on the New York Stock Exchange on the Expiration Date. The Company will announce the final purchase price no later than 4:30 p.m., New York City time, on the Expiration Date, and the final purchase price will also be available by that time at http://www.gbsc-usa.com/Thermo_Fisher and from Global Bondholder Services Corporation, the Information Agent for the Offer.

Information set forth in the Offer to Purchase is incorporated by reference in response to Items 1 through 13 of this Schedule TO, except those items as to which information is specifically provided herein.

Item 1. Summary Term Sheet.

The information set forth in the Offer to Purchase in the section entitled “Summary Terms of the Offer” is incorporated herein by reference.

Item 2. Subject Company Information.

(a) Name and Address. The issuer is Thermo Fisher Scientific Inc., a Delaware corporation. The mailing address of the Company’s principal executive office is 81 Wyman Street Waltham, Massachusetts 02451. The Company’s telephone number at that address is (781) 622-1000.

(b) Securities. The subject securities are the Company’s 2.50% Convertible Senior Notes due 2023. As of November 12, 2009, there were Convertible Notes outstanding in an aggregate principal amount of $295,360,000.

(c) Trading Market and Price. The information set forth in the Offer to Purchase in the section entitled “The Offer—Market and Recent Prices for the Convertible Notes and the Common Stock” is incorporated herein by reference.

Item 3. Identity and Background of Filing Person.

(a) Name and Address. The filing person and issuer is Thermo Fisher Scientific Inc., a Delaware corporation. The mailing address of the Company’s principal executive office is 81 Wyman Street Waltham,

Massachusetts 02451. The Company’s telephone number at that address is (781) 622-1000. As required by General Instruction C to Schedule TO, the table below names all of the directors and executive officers of the Company. No single person or group of persons controls the Company. The business address and telephone number of each director and executive officer is: c/o Thermo Fisher Scientific Inc., 81 Wyman Street Waltham, Massachusetts 02451, telephone number (781) 622-1000.


Name		Position
Jim P. Manzi		Director, Chairman of the Board of Directors
Michael A. Bell		Director
Tyler Jacks, PhD		Director
Stephen P. Kaufman		Director
Judy C. Lewent		Director
Thomas J. Lynch		Director
Peter J. Manning		Director
William G. Parrett		Director
Michael E. Porter		Director
Scott M. Sperling		Director
Elaine S. Ullian		Director
Marc N. Casper		Director, President and Chief Executive Offer
Gregory J. Herrema		Senior Vice President
Seth H. Hoogasian		Senior Vice President, General Counsel and Secretary
Peter E. Hornstra		Vice President and Chief Accounting Officer
Alan J. Malus		Senior Vice President
Edward A. Pesicka		Senior Vice President
Stephen G. Sheehan		Senior Vice President, Human Resources
Yuh-Geng Tsay		Senior Vice President
Peter M. Wilver		Senior Vice President and Chief Financial Officer

Item 4. Terms of the Transaction.

(a) Material Terms. The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:

	•		“Summary Terms of the Offer”;

	•		“The Offer—Principal Amount of Convertible Notes; Price”;

	•		“The Offer—Procedures for Tendering the Convertible Notes”;

	•		“The Offer—Withdrawal Rights”;

	•		“The Offer—Purchase of the Convertible Notes; Payment of Purchase Price”;

	•		“The Offer—Conditions of the Offer”;

	•		“The Offer—Market and Recent Prices for the Convertible Notes and the Common Stock”;

	•		“The Offer—Source and Amount of Funds”;

	•		“The Offer—Extension of the Offer; Termination; Amendment;

	•		“Purposes, Effects and Plans—Material Differences in the Rights of Convertible Note Holders as a Result of the Offer”;

	•		“Purposes, Effects and Plans—Accounting Treatment of Repurchases of the Convertible Notes in the Offer”; and

	•		“Purposes, Effects and Plans—Material United States Federal Income Tax Consequences”.

(b) Purchases. The information set forth in the Offer to Purchase in the section entitled “The Offer—Security Ownership” is incorporated herein by reference.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

Agreements Involving the Company’s Common Stock

The Company has entered into the following agreements involving its common stock (each of which is filed as an exhibit to this Schedule TO): (a) Rights Agreement, dated as of September 15, 2005, between the Company (formerly known as Thermo Electron Corporation) and American Stock Transfer & Trust Company, as Rights Agent, which includes as Exhibit A, the Terms of Series B Junior Participating Preferred Stock, and as Exhibit B, the Form of Rights Certificate; and (b) Amendment No. 1 to the Rights Agreement, dated as of May 7, 2006, between the Company and American Stock Transfer & Trust Company, as Rights Agent.

Agreements Involving the Convertible Notes

The Convertible Notes were initially issued by Fisher Scientific International Inc., a Delaware corporation (“Fisher Scientific”), on July 7, 2003, pursuant to the Indenture, dated as of July 7, 2003 (the “Initial Indenture”), between Fisher Scientific and The Bank of New York Mellon, as successor trustee for J.P. Morgan Trust Company (the “Trustee”), as amended by the First Supplemental Indenture, dated as of May 9, 2005 (the “First Supplemental Indenture”), between Fisher Scientific and the Trustee, the Letter Agreement, dated as of May 9, 2005 (the “Letter Agreement”), between Fisher Scientific and the Trustee and the Second Supplemental Indenture, dated as of November 9, 2006, among the Company, Fisher Scientific and the Trustee (the “Second Supplemental Indenture” and collectively, with the Initial Indenture, the First Supplemental Indenture and the Letter Agreement, the “Indenture”).

In connection with the merger of the Company and Fisher Scientific Inc. in November 2006, the Company entered into the Second Supplemental Indenture, pursuant to which the Company fully and unconditionally agreed to perform all obligations under the Indenture and the Convertible Notes, jointly and severally, with Fisher Scientific and the Convertible Notes became convertible, upon the terms and conditions set forth in the Indenture and the Convertible Notes, into shares of the Company’s common stock. Each of the Initial Indenture, the First Supplemental Indenture, the Letter Agreement and the Second Supplemental Indenture is filed as an exhibit to this Schedule TO.

The information set forth in the Offer to Purchase in the sections entitled “The Offer—Persons Employed in Connection with the Offer”, “The Offer—Security Ownership” and “Purposes, Effects and Plans—Material Differences in the Rights of Convertible Note Holders as a Result of the Offer” is incorporated herein by reference.

Item 6. Purposes of the Transaction and Plans or Proposals.

(a) The information set forth in the Offer to Purchase in the section entitled “Purposes, Effects and Plans—Purposes of the Offer” is incorporated herein by reference.

(b) The information set forth in the Offer to Purchase in the section entitled “Purposes, Effects and Plans—Retirement and Cancellation” is incorporated herein by reference.

(c)(1)-(2) Not Applicable.

(c)(3)

In addition to the purchase of Convertible Notes pursuant to the Offer, to the extent permitted by applicable law (including Rules 14e-5 and 13e-4 under the Exchange Act), the Company reserves the right to issue shares of its common stock or debt securities and to utilize a portion of its available cash balances to purchase, redeem or otherwise retire shares of its common stock or debt securities from time to time.

(c)(4)-(10) Not Applicable.

Item 7. Source and Amount of Funds or Other Consideration.

(a) Source of Funds. The information set forth in the Offer to Purchase in the section entitled “The Offer—Source and Amount of Funds” is incorporated herein by reference.

(b) Conditions. The information set forth in the Offer to Purchase in the section entitled “The Offer—Source and Amount of Funds” is incorporated herein by reference.

(d) Borrowed Funds. The information set forth in the Offer to Purchase in the section entitled “The Offer—Source and Amount of Funds” is incorporated herein by reference.

Item 8. Interest in the Securities of the Subject Company.

(a) Security Ownership. The information set forth in the Offer to Purchase in the section entitled “The Offer—Security Ownership” is incorporated herein by reference.

(b) Securities Transactions. The information set forth in the Offer to Purchase in the section entitled “The Offer—Security Ownership” is incorporated herein by reference.

Item 9. Persons/Assets, Retained, Employed, Compensated or Used.

(a) The information set forth in the Offer to Purchase in the sections entitled “The Offer—Persons Employed in Connection with the Offer” and “The Offer—No Recommendation” is incorporated herein by reference.

Item 10. Financial Statements.

(a) Not applicable.

(b) Not applicable.

Item 11. Additional Information.

(a) Not Applicable.

(b) The information contained in the Offer to Purchase and Letter of Transmittal is incorporated herein by reference.

Item 12. Exhibits.

The following are attached as exhibits to this Schedule TO:


		(a)(1)(i)		Offer to Purchase, dated November 13, 2009.*

		(a)(1)(ii)		Form of Letter of Transmittal.*


		(a)(1)(iii)		Form of Notice of Voluntary Offering Instructions.*

		(a)(1)(iv)		Form of Notice of Withdrawal.*

		(a)(5)(i)		Press Release, dated November 13, 2009.*

		(b)(1)		Credit Agreement, dated as of August 29, 2006, among the Company, as borrower, Bank of America, N.A., as administrative agent and swing line lender, Bank of America, N.A. and Barclays Bank PLC, as L/C issuers, the several banks and other financial institutions or entities from time to time parties thereto, as lenders, Banc of America Securities LLC and Barclays Capital, as joint lead arrangers and joint book managers, Barclays Bank PLC, as syndication agent, and ABN AMRO Bank, N.V., Deutsche Bank Securities, Inc., and JP Morgan Chase Bank, N.A., as documentation agents (filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K (File No. 1-8002) filed with the SEC on September 1, 2006 and incorporated herein by reference).

		(d)(1)		Rights Agreement, dated as of September 15, 2005, between the Company (formerly known as Thermo Electron Corporation) and American Stock Transfer & Trust Company, as Rights Agent, which includes as Exhibit A, the Terms of Series B Junior Participating Preferred Stock, and as Exhibit B, the Form of Rights Certificate (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 1-8002) filed with the SEC on September 16, 2005 and incorporated herein by reference).

		(d)(2)		Amendment No. 1 to the Rights Agreement, dated as of May 7, 2006, between the Company and American Stock Transfer & Trust Company, as Rights Agent (filed as Exhibit 1.1 to the Company’s Registration Statement on Form 8-A/A (File No. 1-8002) filed with the SEC on May 12, 2006 and incorporated herein by reference).

		(d)(3)		Indenture, dated as of July 7, 2003, between Fisher Scientific International Inc. and The Bank of New York Mellon, as successor trustee for J.P. Morgan Trust Company (filed as Exhibit 4.11 to Fisher Scientific International Inc.’s Registration Statement on Form S-4 (File No. 333-104361) filed with the SEC on July 10, 2003 and incorporated herein by reference).

		(d)(4)		First Supplemental Indenture, dated as of May 9, 2005, between Fisher Scientific International Inc. and The Bank of New York Mellon, as successor trustee for J.P. Morgan Trust Company.*

		(d)(5)		Letter Agreement, dated as of May 9, 2005, between Fisher Scientific International Inc. and The Bank of New York Mellon, as successor trustee for J.P. Morgan Trust Company.*

		(d)(6)		Second Supplemental Indenture, dated as of November 9, 2006, among the Company, Fisher Scientific International Inc. and The Bank of New York Mellon, as successor trustee for J.P. Morgan Trust Company (filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K (File No. 1-8002) filed with the SEC on November 14, 2006 and incorporated herein by reference).

		(g)		Not applicable.

		(h)		Not applicable.


*		Filed herewith

Item 13. Information Required by Schedule 13E-3.

(a) Not applicable.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


THERMO FISHER SCIENTIFIC INC.
By:	/s/ Seth H. Hoogasian
	Name:	Seth H. Hoogasian
	Title:	Senior Vice President, General Counsel and Secretary

Date: November 13, 2009

EXHIBIT INDEX


(a)(1)(i)		Offer to Purchase, dated November 13, 2009.*

(a)(1)(ii)		Form of Letter of Transmittal.*

(a)(1)(iii)		Form of Notice of Voluntary Offering Instructions.*

(a)(1)(iv)		Form of Notice of Withdrawal.*

(a)(5)(i)		Press Release, dated November 13, 2009.*

(b)(1)		Credit Agreement, dated as of August 29, 2006, among the Company, as borrower, Bank of America, N.A., as administrative agent and swing line lender, Bank of America, N.A. and Barclays Bank PLC, as L/C issuers, the several banks and other financial institutions or entities from time to time parties thereto, as lenders, Banc of America Securities LLC and Barclays Capital, as joint lead arrangers and joint book managers, Barclays Bank PLC, as syndication agent, and ABN AMRO Bank, N.V., Deutsche Bank Securities, Inc., and JP Morgan Chase Bank, N.A., as documentation agents (filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K (File No. 1-8002) filed with the SEC on September 1, 2006 and incorporated herein by reference).

(d)(1)		Rights Agreement, dated as of September 15, 2005, between the Company (formerly known as Thermo Electron Corporation) and American Stock Transfer & Trust Company, as Rights Agent, which includes as Exhibit A, the Terms of Series B Junior Participating Preferred Stock, and as Exhibit B, the Form of Rights Certificate (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 1-8002) filed with the SEC on September 16, 2005 and incorporated herein by reference).

(d)(2)		Amendment No. 1 to the Rights Agreement, dated as of May 7, 2006, between the Company and American Stock Transfer & Trust Company, as Rights Agent (filed as Exhibit 1.1 to the Company’s Registration Statement on Form 8-A/A (File No. 1-8002) filed with the SEC on May 12, 2006 and incorporated herein by reference).

(d)(3)		Indenture, dated as of July 7, 2003, between Fisher Scientific International Inc. and The Bank of New York Mellon, as successor trustee for J.P. Morgan Trust Company (filed as Exhibit 4.11 to Fisher Scientific International Inc.’s Registration Statement on Form S-4 (File No. 333-104361) filed with the SEC on July 10, 2003 and incorporated herein by reference).

(d)(4)		First Supplemental Indenture, dated as of May 9, 2005, between Fisher Scientific International Inc. and The Bank of New York Mellon, as successor trustee for J.P. Morgan Trust Company.*

(d)(5)		Letter Agreement, dated as of May 9, 2005, between Fisher Scientific International Inc. and The Bank of New York Mellon, as successor trustee for J.P. Morgan Trust Company.*


(d)(6)		Second Supplemental Indenture, dated as of November 9, 2006, among the Company, Fisher Scientific International Inc. and The Bank of New York Mellon, as successor trustee for J.P. Morgan Trust Company (filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K (File No. 1-8002) filed with the SEC on November 14, 2006 and incorporated herein by reference).

(g)		Not applicable.

(h)		Not applicable.


*		Filed herewith

EX-99.(A)(1)(I) 2 b77977exv99wxayx1yxiy.htm EX-(A)(1)(I) OFFER TO PURCHASE, DATED NOVEMBER 13, 2009 exv99wxayx1yxiy

Exhibit (a)(1)(i)

THERMO FISHER SCIENTIFIC INC.

OFFER TO PURCHASE FOR CASH
ANY AND ALL OF OUR OUTSTANDING 2.50% CONVERTIBLE SENIOR NOTES DUE 2023

(CUSIP Nos. 338032 AW 5 and 338032 AP 0)

THE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THURSDAY, DECEMBER 17, 2009, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED BY US.

We are offering to purchase for cash, upon the terms and subject to the conditions set forth in this offer to purchase (this “Offer to Purchase”) and the related letter of transmittal (the “Letter of Transmittal”), any and all of our outstanding 2.50% convertible senior notes due 2023 (the “Convertible Notes”). Our offer to purchase the Convertible Notes, and the terms and conditions of this Offer to Purchase and the Letter of Transmittal, are referred to herein, collectively, as the “Offer.” The Offer will expire at 12:00 midnight, New York City time, at the end of Thursday, December 17, 2009, unless the Offer is extended or earlier terminated by us, which date and time, as may be extended by us, we refer to herein as the “Expiration Date.”

Upon the terms and subject to the conditions of the Offer, holders of Convertible Notes who validly tender and do not validly withdraw their Convertible Notes prior to 12:00 midnight, New York City time, at the end of the Expiration Date, will receive, for each $1,000 principal amount of such Convertible Notes, a cash purchase price equal to the sum of (i) the Average VWAP (as defined herein) multiplied by 42.1372 (which is the number of shares of our common stock currently issuable upon conversion of $1,000 principal amount of Convertible Notes) plus (ii) a fixed cash amount of $56.50, provided that in no event will the purchase price per $1,000 principal amount of such Convertible Notes be less than $1,474.8020. In addition, holders will receive in respect of their Convertible Notes that are accepted for purchase accrued and unpaid interest on such Convertible Notes to, but excluding, the settlement date of the Offer. All amounts payable pursuant to the Offer will be rounded to the nearest cent. See “THE OFFER — Principal Amount of Convertible Notes; Price.”

Throughout the Offer, an indicative purchase price will be available at http://www.gbsc-usa.com/Thermo_Fisher and from the Information Agent (as defined herein) which may be contacted at one of its telephone numbers listed on the back cover of this Offer to Purchase. We will determine the final purchase price promptly after the close of trading on the New York Stock Exchange on the Expiration Date. We will announce the final purchase price no later than 4:30 p.m., New York City time, on the Expiration Date, and the final purchase price will also be available by that time at http://www.gbsc-usa.com/Thermo_Fisher and from the Information Agent.

To effectively tender Convertible Notes after 5:00 p.m., New York City time, on the Expiration Date, but before 12:00 midnight, New York City time, at the end of the Expiration Date, DTC participants may complete and sign a Voluntary Offering Instructions form and deliver it via facsimile to the Depositary (as defined herein). Immediately after delivering the Voluntary Offering Instructions form, a DTC participant should telephone the Depositary at its telephone number listed on the back cover of this Offer to Purchase to confirm receipt and determine if any further action is required. See “THE OFFER — Procedures for Tendering the Convertible Notes.”

NEITHER THIS OFFER TO PURCHASE NOR THE OFFER HAS BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), NOR HAS THE SEC PASSED UPON THE FAIRNESS OR MERITS OF THE OFFER OR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS OFFER TO PURCHASE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Upon the terms and subject to the conditions of the Offer, all Convertible Notes validly tendered in the Offer and not validly withdrawn prior to 12:00 midnight, New York City time, at the end of the Expiration Date will be purchased in the Offer. As of November 12, 2009, there was $295,360,000 aggregate principal amount of Convertible Notes outstanding.

The Offer is not conditioned on any minimum aggregate principal amount of Convertible Notes being tendered or upon our obtaining any financing. The Offer is, however, subject to the conditions discussed under “THE OFFER — Conditions of the Offer.”

The Convertible Notes are not listed on any securities exchange. Our common stock trades on the New York Stock Exchange under the symbol “TMO.”

Dealer Manager for the Offer

Goldman, Sachs & Co.

Offer to Purchase dated November 13, 2009.

IMPORTANT INFORMATION

References in this Offer to Purchase to “the Company,” “we,” “us” and “our” refer to Thermo Fisher Scientific Inc., unless the context indicates otherwise.

All of the Convertible Notes were issued in book-entry form and are currently represented by one or more global notes held for the account of The Depository Trust Company (“DTC”).

You may tender your Convertible Notes by transferring them through DTC’s Automated Tender Offer Program (“ATOP”) or following the other procedures described under “THE OFFER — Procedures for Tendering the Convertible Notes.”

We are not providing for procedures for tenders of Convertible Notes to be made by guaranteed delivery. Accordingly, you must allow sufficient time for the necessary tender procedures to be completed during the normal business hours of DTC on or prior to the Expiration Date. If you hold your Convertible Notes through a broker, dealer, commercial bank, trust company or other nominee, you should consider that such entity may require you to take action with respect to the Offer a number of days before the Expiration Date in order for such entity to tender Convertible Notes on your behalf on or prior to the Expiration Date. Tenders not completed prior to 12:00 midnight, New York City time, at the end of the Expiration Date will be disregarded and of no effect.

Notwithstanding any other provision of the Offer, our obligation to accept for purchase, and to pay the purchase price for, any Convertible Notes validly tendered and not validly withdrawn pursuant to the Offer is subject to and conditioned upon the satisfaction of, or where applicable, waiver by us of, all conditions of the Offer described under “THE OFFER — Conditions of the Offer.”

You may direct questions and requests for assistance, including requests for additional copies of this Offer to Purchase or the Letter of Transmittal, to Global Bondholder Services Corporation, as information agent for the Offer (the “Information Agent”), and you may also direct questions regarding the Offer to Goldman, Sachs & Co., as the dealer manager for the Offer (the “Dealer Manager”), at their respective addresses and telephone numbers listed on the back cover of this Offer to Purchase. Global Bondholder Services Corporation is also acting as the depositary for the Offer (the “Depositary”). See “THE OFFER — Persons Employed in Connection with the Offer.”

THE OFFER DOES NOT CONSTITUTE AN OFFER TO PURCHASE THE CONVERTIBLE NOTES IN ANY JURISDICTION IN WHICH, OR FROM ANY PERSON FROM WHOM, IT IS UNLAWFUL TO MAKE THE OFFER UNDER APPLICABLE SECURITIES OR BLUE SKY LAWS. SUBJECT TO APPLICABLE LAW (INCLUDING RULE 13E-4(D)(2) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE “EXCHANGE ACT”), WHICH REQUIRES THAT MATERIAL CHANGES IN THE OFFER BE PROMPTLY DISSEMINATED TO SECURITY HOLDERS IN A MANNER REASONABLY DESIGNED TO INFORM THEM OF SUCH CHANGES), DELIVERY OF THIS OFFER TO PURCHASE SHALL NOT UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED IN OR INCORPORATED BY REFERENCE IN THIS OFFER TO PURCHASE IS CORRECT AS OF ANY TIME AFTER THE DATE OF THIS OFFER TO PURCHASE OR THAT THERE HAS BEEN NO CHANGE IN THE INFORMATION INCLUDED OR INCORPORATED BY REFERENCE HEREIN OR IN OUR AFFAIRS OR THE AFFAIRS OF ANY OF OUR SUBSIDIARIES OR AFFILIATES SINCE THE DATE HEREOF.

NONE OF US, OUR MANAGEMENT OR BOARD OF DIRECTORS, THE DEALER MANAGER, THE DEPOSITARY OR THE INFORMATION AGENT MAKES ANY RECOMMENDATION TO ANY HOLDER OF CONVERTIBLE NOTES AS TO WHETHER TO TENDER ANY CONVERTIBLE NOTES. NONE OF US, OUR MANAGEMENT OR BOARD OF DIRECTORS, THE DEALER MANAGER, THE DEPOSITARY OR THE INFORMATION AGENT HAS AUTHORIZED ANY PERSON TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THE OFFER OTHER THAN THE INFORMATION AND REPRESENTATIONS CONTAINED IN THIS OFFER TO PURCHASE OR IN THE LETTER OF TRANSMITTAL. IF ANYONE MAKES ANY RECOMMENDATION OR REPRESENTATION OR GIVES ANY SUCH INFORMATION, YOU SHOULD NOT RELY UPON THAT RECOMMENDATION, REPRESENTATION OR INFORMATION AS HAVING BEEN AUTHORIZED BY US, THE DEALER MANAGER, THE DEPOSITARY OR THE INFORMATION AGENT.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the periodic reporting requirements of the Exchange Act and, in accordance therewith, file reports and other information with the SEC. Such reports and other information filed with the SEC by us may be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, Room 1580, Washington, D.C. 20549. Copies of such materials can be obtained at prescribed rates from the Public Reference Section of the SEC at 100 F Street, Room 1580, Washington, D.C. 20549. Such material may also be accessed electronically at the SEC’s website at http://www.sec.gov. Statements made in this Offer to Purchase concerning the provisions of any contract, agreement, indenture or other document referred to herein are not necessarily complete. With respect to each such statement concerning a contract, agreement, indenture or other document filed with the SEC, reference is made to such filing for a more complete description of the matter involved, and each such statement is qualified in its entirety by such reference.

For further information, please refer to our Issuer Tender Offer Statement on Schedule TO, filed with the SEC pursuant to Rule 13e-4 under the Exchange Act, on November 13, 2009, and any amendments thereto (the “Schedule TO”).

Information about us is also available on our website at http://www.thermofisher.com. The information available on our website, apart from the documents posted on such website and specifically incorporated by reference herein, is not a part of this Offer to Purchase.

INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed by us with the SEC are incorporated herein by reference and shall be deemed to be a part of this Offer to Purchase:


	•	Our annual report on Form 10-K for the fiscal year ended December 31, 2008, filed with the SEC on February 27, 2009 (other than the “Selected Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and schedule therein, which have been superseded by the “Selected Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and schedule in our current report on Form 8-K filed on July 9, 2009);

	•	Our quarterly reports on Form 10-Q for the fiscal quarters ended March 28, 2009, June 27, 2009 and September 26, 2009, filed with the SEC on May 1, 2009, July 31, 2009 and October 30, 2009, respectively; and

	•	Our current reports on Form 8-K, filed with the SEC on February 27, 2009, March 27, 2009, May 27, 2009, July 9, 2009, September 15, 2009 and November 10, 2009 (other than any information in such reports that is deemed to have been furnished to, rather than filed with, the SEC in accordance with SEC rules).

Any statement contained in a document incorporated or deemed to be incorporated by reference herein, or contained in this Offer to Purchase, shall be deemed to be modified or superseded for purposes of this Offer to Purchase to the extent that a statement contained herein or in any subsequently filed document or report that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified shall not be deemed to constitute a part of this Offer to Purchase, except as so modified or superseded.

You may obtain any document incorporated herein by reference by contacting the SEC as described above under “WHERE YOU CAN FIND MORE INFORMATION” or by contacting us at 81 Wyman Street, Waltham, Massachusetts 02451, telephone: (781) 622-1000, Attention: Secretary. We will provide copies of the documents incorporated by reference, without charge, upon written or oral request. You should request such documents no later than Thursday, December 10, 2009 so that such documents may be delivered to you prior to the Expiration Date.

TABLE OF CONTENTS


IMPORTANT INFORMATION			i
WHERE YOU CAN FIND MORE INFORMATION			ii
INCORPORATION OF DOCUMENTS BY REFERENCE			ii
SUMMARY TERMS OF THE OFFER			1
FORWARD-LOOKING STATEMENTS			8
THE OFFER			9
The Offeror			9
Principal Amount of Convertible Notes; Price			9
Procedures for Tendering the Convertible Notes			11
Withdrawal Rights			15
Purchase of the Convertible Notes; Payment of Purchase Price			17
Conditions of the Offer			17
Market and Recent Prices for the Convertible Notes and the Common Stock			20
Source and Amount of Funds			20
Extension of the Offer; Termination; Amendment			21
Security Ownership			22
Brokerage Commissions			22
Fees and Expenses			22
No Recommendation			22
Persons Employed in Connection with the Offer			23
Miscellaneous			23
PURPOSES, EFFECTS AND PLANS			25
Purposes of the Offer			25
Future Purchases			25
Material Differences in the Rights of Convertible Note Holders as a Result of the Offer			25
Effects of the Offer on the Market for Convertible Notes			27
Retirement and Cancellation			28
Accounting Treatment of Repurchases of the Convertible Notes in the Offer			28
Material United States Federal Income Tax Consequences			28

iii

SUMMARY TERMS OF THE OFFER

This summary highlights selected information from this Offer to Purchase and does not contain all the information that may be important to you in deciding whether to tender your Convertible Notes. You should read the Offer to Purchase and the Letter of Transmittal in their entirety before making your decision to tender your Convertible Notes. Cross references contained in this summary section will direct you to a more complete discussion of a particular topic located elsewhere in this Offer to Purchase.

Who is offering to purchase my Convertible Notes?

Thermo Fisher Scientific Inc. is offering to purchase the Convertible Notes. The Convertible Notes were originally issued in July 2003 by Fisher Scientific International Inc. (“Fisher Scientific”). In connection with our November 2006 merger with Fisher Scientific, we fully and unconditionally agreed to perform all obligations under the Convertible Notes, jointly and severally, with Fisher Scientific and agreed that, subject to the terms and conditions of the Convertible Notes, the Convertible Notes would be convertible into shares of our common stock. Thermo Fisher Scientific Inc. is a Delaware corporation. The mailing address of our principal executive offices is 81 Wyman Street, Waltham, Massachusetts 02451. Our telephone number is (781) 622-1000.

Why is the Company making the Offer?

The principal purpose of the Offer is to reduce the amount of Convertible Notes outstanding, thereby reducing the dilutive impact of the Convertible Notes on our equity. To the extent that any Convertible Notes are tendered and accepted in the Offer, we will not be required to issue any shares of our common stock pursuant to the terms of such Convertible Notes, eliminating the dilution that would have been caused by any such issuances. In addition, to the extent that any Convertible Notes are tendered and accepted in the Offer, we will reduce the risk that the cost to us of settling our conversion obligations under the Convertible Notes, which is a function of the trading price of our common stock, will increase in the event that the trading price of our common stock increases. See “PURPOSES, EFFECTS AND PLANS — Purposes of the Offer.”

What are the securities being sought in the Offer and what is the purchase price?

We are offering to purchase for cash, upon the terms and subject to the conditions of the Offer, any and all of our outstanding 2.50% convertible senior notes due 2023 (the “Convertible Notes”). Upon the terms and subject to the conditions of the Offer, holders of Convertible Notes who validly tender and do not validly withdraw their Convertible Notes prior to 12:00 midnight, New York City time, at the end of the Expiration Date, will receive, for each $1,000 of such Convertible Notes, a cash purchase price equal to the sum of:


	•	the Average VWAP (as defined below) multiplied by 42.1372 (which is the number of shares of our common stock currently issuable upon conversion of $1,000 principal amount of Convertible Notes); plus

	•	a fixed cash amount of $56.50,

provided that in no event will the purchase price per $1,000 principal amount of such Convertible Notes be less than $1,474.8020 per $1,000 principal amount of Convertible Notes. In addition, holders will receive in respect of their Convertible Notes that are accepted for purchase accrued and unpaid interest on such Convertible Notes to, but excluding, the settlement date of the Offer. All amounts payable pursuant to the Offer will be rounded to the nearest cent. See “THE OFFER — Principal Amount of Convertible Notes; Price.”

The “Average VWAP” means the sum of the Daily VWAPs (as defined below) for each day of the Averaging Period (as defined below) divided by 21.

The “Averaging Period” means the period of 21 consecutive trading days beginning on November 18, 2009 and ending on the Expiration Date.

The “Daily VWAP” for any trading day means the per share volume-weighted average price of our common stock on the New York Stock Exchange, as displayed under the heading “Bloomberg VWAP” on Bloomberg page TMO.N <Equity> AQR (or its equivalent successor if such page is not available), in respect of the period from scheduled open of trading until the scheduled close of trading of the primary trading session of the New York Stock Exchange on such trading day (or if such volume-weighted average price is unavailable, the market value of one share of our common stock on such trading day determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained for this purpose by us). The Daily VWAP will be determined without regard to after hours trading or any other trading outside of the regular trading session trading hours.

The table below provides examples of the purchase price per $1,000 principal amount of Convertible Notes assuming that the Average VWAP reaches specified levels. The actual purchase price will be subject to the minimum purchase price described above.


	Illustrative Purchase
Sample Average VWAP	Price

$42.00	$	1,826.2624
$42.50	$	1,847.3310
$43.00	$	1,868.3996
$43.50	$	1,889.4682
$44.00	$	1,910.5368
$44.50	$	1,931.6054
$45.00	$	1,952.6740
$45.50	$	1,973.7426
$46.00	$	1,994.8112
$46.50	$	2,015.8798
$47.00	$	2,036.9484
$47.50	$	2,058.0170
$48.00	$	2,079.0856

See “THE OFFER — Principal Amount of Convertible Notes; Price — Sample Calculations of Purchase Price” for more detailed illustrative calculations of the purchase price.

As of November 13, 2009, there was $295,360,000 aggregate principal amount of Convertible Notes outstanding.

When will I know the purchase price for the Offer?

We will determine the final purchase price promptly after the close of trading on the New York Stock Exchange on the Expiration Date. We will announce the final purchase price no later than 4:30 p.m., New York City time, on the Expiration Date, and the final purchase price will also be available by that time at http://www.gbsc-usa.com/Thermo_Fisher and from the Information Agent. We note that the minimum purchase price with respect to the Offer of $1,474.8020 per $1,000 principal amount of Convertible Notes has already been established. See “THE OFFER — Principal Amount of Convertible Notes; Price.”

How may I obtain information regarding the purchase price during the Offer?

Throughout the Offer, an indicative purchase price will be available at http://www.gbsc-usa.com/Thermo_Fisher and from the Information Agent at one of its telephone numbers listed on the back

cover of this Offer to Purchase. We will determine the final purchase price promptly after the close of trading on the New York Stock Exchange on the Expiration Date. We will announce the final purchase price no later than 4:30 p.m., New York City time, on the Expiration Date, and the final purchase price will also be available by that time at http://www.gbsc-usa.com/Thermo_Fisher and from the Information Agent. See “THE OFFER — Principal Amount of Convertible Notes; Price.”

Is there a minimum purchase price that will be paid in the Offer?

Yes. In no event will the purchase price paid in the Offer be less than $1,474.8020 per $1,000 principal amount of Convertible Notes validly tendered and not validly withdrawn prior to 12:00 midnight, New York City time, at the end of the Expiration Date. See “THE OFFER — Principal Amount of Convertible Notes; Price.”

Is there a maximum purchase price that will be paid in the Offer?

No. While there is a minimum purchase price that will be paid by us for Convertible Notes validly tendered and not validly withdrawn in the Offer, there is no maximum purchase price. See “THE OFFER — Principal Amount of Convertible Notes; Price.”

Will I receive interest on my Convertible Notes purchased pursuant to the Offer?

Yes. Holders will receive in respect of their Convertible Notes that are accepted for purchase accrued and unpaid interest on such Convertible Notes to, but excluding, the settlement date of the Offer.

How and when will I be paid?

If your Convertible Notes are accepted for purchase in the Offer, you will be paid the purchase price and the accrued and unpaid interest payable, in cash, promptly after the Expiration Date and the acceptance of such Convertible Notes for purchase. Payment will be made in U.S. dollars to an account designated by the Depositary, which will act as your custodian or nominee for the purpose of receiving payment from us and transmitting payment to you. All amounts payable pursuant to the Offer will be rounded to the nearest cent. See “THE OFFER — Purchase of the Convertible Notes; Payment of Purchase Price.”

Will I have an opportunity to tender my Convertible Notes in the Offer, or withdraw previously tendered Convertible Notes, after the determination of the final purchase price?

Yes. Since the purchase price to be paid in the Offer will be announced by us by 4:30 p.m., New York City time, on the Expiration Date and the Offer will not expire earlier than 12:00 midnight, New York City time, at the end of the Expiration Date, you will have approximately 7.5 hours following the determination of the final purchase price to tender your Convertible Notes in the Offer or to withdraw your previously tendered Convertible Notes. See “THE OFFER — Principal Amount of Convertible Notes; Price,” “THE OFFER — Procedures for Tendering the Convertible Notes” and “THE OFFER — Withdrawal Rights.”

If your Convertible Notes are held of record through a broker, dealer, commercial bank, trust company or other nominee and you wish to tender or withdraw your Convertible Notes after 5:00 p.m., New York City time, on the Expiration Date, you must make arrangements with your nominee for such nominee to fax a Voluntary Offering Instructions form (in the case of a tender) or a notice of withdrawal form (in the case of a withdrawal) to the Depositary at its number on the back cover of this Offer to Purchase on your behalf prior to 12:00 midnight, New York City time, at the end of the Expiration Date, in accordance with the procedures described under “THE OFFER — Procedures for Tendering the Convertible Notes” and “THE OFFER — Withdrawal Rights.”

How many Convertible Notes will the Company purchase in all?

Upon the terms and subject to the conditions of the Offer, we will purchase any and all of our outstanding Convertible Notes validly tendered and not validly withdrawn prior to 12:00 midnight, New York City time, at the end of the Expiration Date. See “THE OFFER — Principal Amount of Convertible Notes; Price.”

Is the Offer subject to any minimum tender or other conditions?

Our obligation to purchase Convertible Notes validly tendered and not validly withdrawn in the Offer is not subject to any minimum tender condition or financing condition. However, the Offer is subject to the conditions described under “THE OFFER — Conditions of the Offer.”

Will all of the Convertible Notes I validly tender in the Offer, and do not validly withdraw, be purchased?

Upon the terms and subject to the conditions of the Offer, we will purchase all of the Convertible Notes that you validly tender pursuant to the Offer and do not validly withdraw.

May I tender only a portion of the Convertible Notes that I own?

Yes. You do not have to tender all of the Convertible Notes that you own to participate in the Offer, except that Convertible Notes must be tendered in denominations of $1,000 or integral multiples thereof.

How will the Company pay for the Convertible Notes?

How long do I have to tender my Convertible Notes in the Offer?

You will have until 12:00 midnight, New York City time, at the end of December 17, 2009 to decide whether to tender your Convertible Notes in the Offer, provided that we do not choose to extend the Offer. We cannot assure you that we will extend the Offer or, if we extend the Offer, for how long it will be extended. See “THE OFFER — Principal Amount of Convertible Notes; Price,” “THE OFFER — Procedures for Tendering Convertible Notes” and “THE OFFER — Extension of the Offer; Termination; Amendment.”

Under what circumstances can the Offer be extended, amended or terminated?

Subject to applicable law, we may extend the Offer, at any time or from time to time, for any reason. Subject to applicable law, we also expressly reserve the right, at any time or from time to time, to amend the terms of the Offer in any respect prior to the Expiration Date. If the Offer is terminated, no Convertible Notes will be accepted for purchase and any Convertible Notes that have been tendered will be returned to the holder promptly after the termination. For more information regarding our right to extend, amend or terminate the Offer, see “THE OFFER — Extension of the Offer; Termination; Amendment.”

How will I be notified if the Offer is extended, amended or terminated?

Amendments to or terminations of the Offer may be made at any time and from time to time by notice to the Depositary followed by public announcement, such announcement, in the case of an extension, to be issued no later than 9:00 a.m., New York City time, on the next business day after the last previously scheduled Expiration Date. See “THE OFFER — Extension of the Offer; Termination; Amendment.”

How do I participate in the Offer?

You may tender your Convertible Notes by transferring the Convertible Notes through ATOP or following the other procedures described under “THE OFFER — Procedures for Tendering Convertible Notes.”

What must I do to participate if my Convertible Notes are held of record by a broker, dealer, commercial bank, trust company or other nominee?

If you wish to tender your Convertible Notes and they are held of record by a broker, dealer, commercial bank, trust company or other nominee, you should contact such entity promptly and instruct it to tender your Convertible Notes on your behalf.

You are urged to instruct your broker, dealer, commercial bank, trust company or other nominee promptly to make arrangements for processing your instruction.

Should you have any questions as to the procedures for tendering your Convertible Notes, please call your broker, dealer, commercial bank, trust company or other nominee, or call the Information Agent at one of its telephone numbers listed on the back cover of this Offer to Purchase.

WE ARE NOT PROVIDING FOR PROCEDURES FOR TENDERS OF CONVERTIBLE NOTES TO BE MADE BY GUARANTEED DELIVERY. ACCORDINGLY, YOU MUST ALLOW SUFFICIENT TIME FOR THE NECESSARY TENDER PROCEDURES TO BE COMPLETED DURING THE NORMAL BUSINESS HOURS OF DTC ON OR PRIOR TO THE EXPIRATION DATE. IF YOU HOLD YOUR CONVERTIBLE NOTES THROUGH A BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE, YOU SHOULD KEEP IN MIND THAT SUCH ENTITY MAY REQUIRE YOU TO TAKE ACTION WITH RESPECT TO THE OFFER A NUMBER OF DAYS BEFORE THE EXPIRATION DATE IN ORDER FOR SUCH ENTITY TO TENDER CONVERTIBLE NOTES ON YOUR BEHALF ON OR PRIOR TO THE EXPIRATION DATE. TENDERS NOT COMPLETED PRIOR TO 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE EXPIRATION DATE WILL BE DISREGARDED AND OF NO EFFECT.

See “THE OFFER — Procedures for Tendering the Convertible Notes.”

Once I have tendered Convertible Notes, can I change my mind?

You may withdraw previously tendered Convertible Notes at any time before the Offer expires. In addition, after the Offer expires, if we have not accepted for purchase the Convertible Notes you have tendered, you may withdraw your Convertible Notes at any time after midnight, New York City time, on the 40th business day after the commencement of the Offer.

To withdraw Convertible Notes previously tendered, you or your broker, dealer, commercial bank, trust company or other nominee must cause the DTC participant holding the Convertible Notes through its DTC account to timely generate a “Request Message” with respect to the withdrawal specifying the amount of Convertible Notes to be withdrawn, the name of the registered holder of the Convertible Notes and the number of the account at DTC to be credited with the withdrawn Convertible Notes, and you must otherwise comply with DTC’s procedures. See “THE OFFER — Withdrawal Rights.”

What is the market value of my Convertible Notes as of a recent date?

There is no established reporting system or trading market for trading in the Convertible Notes. However, we believe that the Convertible Notes are currently traded over-the-counter and that there is currently a correlation between trading prices for the Convertible Notes and trading prices for the shares of our common stock. The closing price of our common stock on the New York Stock Exchange on November 12, 2009 was $44.47 per share. The product of such closing price and the current conversion rate of 42.1372 shares of our common stock per $1,000 principal amount of Convertible Notes (subject to adjustment in certain events) equals $1,873.8413. See “PURPOSES, EFFECTS AND PLANS — Material Differences in the Rights of Security Holders as a Result of the Offer.” You are urged to obtain more current price information for our common stock and the Convertible Notes. See “THE OFFER — Market and Recent Prices for the Convertible Notes and the Common Stock.”

How will participation in the Offer affect my rights with respect to the Convertible Notes?

If your Convertible Notes are tendered and accepted in the Offer, you will receive the purchase price and accrued and unpaid interest with respect thereto, to, but excluding, the settlement date of the Offer, but you will give up all rights and obligations associated with ownership of the Convertible Notes. See “PURPOSES, EFFECTS AND PLANS — Material Differences in the Rights of Convertible Note Holders as a Result of the Offer.”

If the Offer is completed and I do not participate in the Offer, how will my rights and obligations under my untendered Convertible Notes be affected?

The rights and obligations under the Convertible Notes that remain outstanding after settlement of the Offer will not change as a result of the Offer. However, if a sufficiently large principal amount of Convertible Notes does not remain outstanding after settlement of the Offer, any trading market for the remaining outstanding principal amount of Convertible Notes may be less liquid and more sporadic, and market prices may fluctuate significantly depending on the volume of any trading in the Convertible Notes. See “PURPOSES, EFFECTS AND PLANS — Material Differences in the Rights of Convertible Note Holders as a Result of the Offer” and “PURPOSES, EFFECTS AND PLANS — Effects of the Offer on the Market for Convertible Notes.”

Will I have to pay brokerage commissions or transfer taxes if I tender my Convertible Notes in the Offer?

A registered holder of Convertible Notes that tenders its Convertible Notes directly to the Depositary and who does not give instructions for payment to be made or delivered, or unpurchased Convertible Notes to be issued or delivered, to another person will not need to pay any brokerage commissions to the Dealer Manager or transfer taxes. If you hold Convertible Notes through a broker or bank that is not the Dealer Manager, however, you should ask your broker or bank whether you will be charged a fee to tender your Convertible Notes. See “THE OFFER — Procedures for Tendering the Convertible Notes,” “THE OFFER — Purchase of the Convertible Notes; Payment of Purchase Price” and “THE OFFER — Brokerage Commissions.”

What are the tax consequences of tendering my Convertible Notes?

Holders of Convertible Notes may be subject to United States federal income taxation upon the receipt of cash from us as payment for the Convertible Notes tendered in the Offer. See “PURPOSES, EFFECTS AND PLANS — Material United States Federal Income Tax Consequences.”

Is anyone making a recommendation regarding whether I should participate in the Offer?

None of us, our management or Board of Directors, the Dealer Manager, the Depositary or the Information Agent makes any recommendation to any holder of Convertible Notes as to whether to

tender any Convertible Notes. None of us, our management or Board of Directors, the Dealer Manager, the Depositary or the Information Agent has authorized any person to give any information or to make any representation in connection with the Offer other than the information and representations contained in this Offer to Purchase or in the Letter of Transmittal. If anyone makes any recommendation or representation or gives any such information, you should not rely upon that recommendation, representation or information as having been authorized by us, the Dealer Manager, the Depositary or the Information Agent.

Before making your decision, we urge you to read this Offer to Purchase including the documents incorporated by reference herein, and the Letter of Transmittal in their entirety. We also urge you to consult your financial and tax advisors in making your own decisions on what action, if any, to take in light of your own particular circumstances.

Who can I talk to if I have questions about the Offer?

Global Bondholder Services Corporation is acting as the Information Agent for the Offer and Goldman, Sachs & Co. is acting as the Dealer Manager for the Offer. You may call the Information Agent or the Dealer Manager if you have any questions about the Offer. See “The OFFER — Persons Employed in Connection with the Offer” and the back cover of this Offer to Purchase for further information.

FORWARD-LOOKING STATEMENTS

This Offer to Purchase includes forward-looking statements that are based on current expectations, estimates, forecasts and projections about the industries in which we operate, management’s beliefs, and assumptions made by management. In addition, other written or oral statements that constitute forward-looking statements may be made by or on behalf of us. Words such as “believes,” “anticipates,” “plans,” “expects,” “seeks,” “estimates” and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecast in such forward-looking statements. Except as required under the federal securities laws and the rules and regulations of the SEC (including Rule 13e-4(d)(2) under the Exchange Act, which requires that material changes in the Offer be promptly disseminated to security holders in a manner reasonably designed to inform them of such changes), we do not have any intention or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

A number of important factors could cause our results to differ materially from those indicated by such forward-looking statements, including those detailed under the heading “Risk Factors” in Part II, Item 1A of our quarterly report on Form 10-Q for the fiscal quarter ended September 26, 2009. Additional factors may emerge from time to time, and it is not possible for us to predict all of them; nor can we assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement.

THE OFFER

The Offeror

Thermo Fisher Scientific Inc. is offering to purchase any and all of our outstanding 2.50% convertible senior notes due 2023 (the “Convertible Notes”). The Convertible Notes were originally issued in July 2003 by Fisher Scientific International Inc. (“Fisher Scientific”). In connection with our November 2006 merger with Fisher Scientific, we fully and unconditionally agreed to perform all obligations under the Convertible Notes, jointly and severally, with Fisher Scientific and agreed that, subject to the terms and conditions of the Convertible Notes, the Convertible Notes would be convertible into shares of our common stock. Thermo Fisher Scientific Inc. is a Delaware corporation. The mailing address of our principal executive offices is 81 Wyman Street, Waltham, Massachusetts 02451. Our telephone number is (781) 622-1000.

Principal Amount of Convertible Notes; Price

We are offering to purchase for cash, upon the terms and subject to the conditions of the Offer, any and all of the outstanding Convertible Notes for a cash purchase price for each $1,000 principal amount of Convertible Notes equal to the sum of:


	•	the Average VWAP (as defined below) multiplied by 42.1372 (which is the number of shares of our common stock currently issuable upon conversion of $1,000 principal amount of Convertible Notes); plus

	•	a fixed cash amount of $56.50,

The “Average VWAP” means the sum of the Daily VWAPs (as defined below) for each day of the Averaging Period (as defined below) divided by 21.

The “Averaging Period” means the period of 21 consecutive trading days beginning on November 18, 2009 and ending on the Expiration Date.

All Convertible Notes validly tendered in the Offer and not validly withdrawn will be purchased in the Offer. As of November 13, 2009, there was $295,360,000 aggregate principal amount of Convertible Notes outstanding.

Sample Calculations of Purchase Price

For purposes of illustration, the table below indicates the total purchase price (and fixed and variable components thereof) that would be calculated on the basis of the pricing formula described above with respect to each $1,000 principal amount of Convertible Notes, assuming a range of sample

Average VWAPs indicated in the left-hand column. The actual Average VWAP may be higher or lower than the sample Average VWAPs below. The actual purchase price will be subject to the minimum purchase price described above.


Sample	Variable Component		Fixed Component		Illustrative
Average VWAP	of Purchase Price		of Purchase Price		Purchase Price

$42.00	$	1,769.7624	$	56.50	$	1,826.2624
$42.50	$	1,790.8310	$	56.50	$	1,847.3310
$43.00	$	1,811.8996	$	56.50	$	1,868.3996
$43.50	$	1,832.9682	$	56.50	$	1,889.4682
$44.00	$	1,854.0368	$	56.50	$	1,910.5368
$44.50	$	1,875.1054	$	56.50	$	1,931.6054
$45.00	$	1,896.1740	$	56.50	$	1,952.6740
$45.50	$	1,917.2426	$	56.50	$	1,973.7426
$46.00	$	1,938.3112	$	56.50	$	1,994.8112
$46.50	$	1,959.3798	$	56.50	$	2,015.8798
$47.00	$	1,980.4484	$	56.50	$	2,036.9484
$47.50	$	2,001.5170	$	56.50	$	2,058.0170
$48.00	$	2,022.5856	$	56.50	$	2,079.0856

In addition to the purchase price payable, holders will receive in respect of their Convertible Notes that are accepted for purchase accrued and unpaid interest on such Convertible Notes to, but excluding, the settlement date of the Offer. Throughout the Offer, an indicative Average VWAP and the resulting indicative purchase price will be available at http://www.gbsc-usa.com/Thermo_Fisher and from the Information Agent at one of its telephone numbers listed on the back cover of this Offer to Purchase. We will determine the final purchase price promptly after the close of trading on the New York Stock Exchange on the Expiration Date. We will announce the final purchase price no later than 4:30 p.m., New York City time, on the Expiration Date, and the final purchase price will also be available by that time at http://www.gbsc-usa.com/Thermo_Fisher and from the Information Agent.

The following summarizes the purchase price information that will be available during the Offer:


	•	By 4:30 p.m., New York City time, on each trading day after the commencement date of the Offer and before the first day of the Averaging Period, the webpage will show an indicative Average VWAP and the resulting indicative purchase price calculated as though that day were the Expiration Date (i.e., it will show the indicative Average VWAP for that day and the preceding 20 trading days and the resulting indicative purchase price).

	•	During each trading day during the Averaging Period, the webpage will show the indicative Average VWAP and resulting indicative purchase price using cumulative actual trading data, updated every three hours starting at 10:30 a.m., New York City time, on each trading day as follows:


	•	On the first trading day of the Averaging Period, the webpage will show the indicative Average VWAP and resulting indicative purchase price that reflect the actual Intra-Day VWAP (as defined below) during the elapsed portion of that trading day.

	•	On each subsequent trading day of the Averaging Period, the webpage will show the indicative Average VWAP and resulting indicative purchase price that reflect the simple arithmetic average of the Daily VWAP on the preceding trading days of the Averaging Period and the actual Intra-Day VWAP during the elapsed portion of such subsequent trading day, weighting the Daily VWAP for each preceding trading day in the period the same as such actual Intra-Day VWAP. For example, at any time during the 21st trading day of the Averaging Period, the webpage will show the indicative Average VWAP equal to (a) the


		combined Daily VWAP for the preceding 20 trading days plus the actual Intra-Day VWAP during the elapsed portion of the 21st trading day divided by (b) 21, as well as the resulting indicative purchase price.


	•	Each time the webpage is updated, it will also show the closing trading price (or, after the Averaging Period starts, a reasonably current trading price) for our common stock on the New York Stock Exchange.

“Intra-Day VWAP” at any time on any day means the volume weighted average price of our common stock on the New York Stock Exchange for the period beginning at the official open of trading on that day and ending as of that time on that day, as calculated by Bloomberg. The data used to derive the Intra-Day VWAP during the Averaging Period will reflect a 20-minute reporting delay.

At any time during the Offer, you may also contact the Information Agent to obtain an indicative Average VWAP and the resulting indicative purchase price (and, once it is determined, the final purchase price) at one of its telephone numbers listed on the back cover of this Offer to Purchase.

All Convertible Notes validly tendered but not purchased because the Offer is not completed will be returned to you at our expense promptly following the earlier of the termination or expiration of the Offer.

You may withdraw your Convertible Notes from the Offer by following the procedures described under “THE OFFER — Withdrawal Rights.”

If we:


	•	adjust the pricing formula or the minimum purchase price;

	•	otherwise increase or decrease the purchase price to be paid for the Convertible Notes; or

	•	decrease the principal amount of Convertible Notes we are seeking to purchase,

then the Offer must remain open, or will be extended, until at least ten business days from, and including, the date that notice of any such change is first published, sent or given in the manner described under “THE OFFER — Extension of the Offer; Termination; Amendment.” The calculation of the final purchase price on the basis of the formula described above will not be considered an increase or decrease in the price to be paid in the Offer and will not require an extension of the Offer. For purposes of the Offer, a “business day” means any day other than a Saturday, Sunday or United States federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, New York City time.

The Offer is not conditioned on any minimum principal amount of Convertible Notes being tendered or upon our obtaining any financing. The Offer is, however, subject to other conditions discussed under “THE OFFER — Conditions of the Offer.”

Procedures for Tendering the Convertible Notes

All of the Convertible Notes are held in book-entry form through the facilities of DTC, and all of the Convertible Notes are currently represented by one or more global certificates held for the account of DTC.

If you desire to tender Convertible Notes, you may tender such Convertible Notes to the Depositary through DTC’s Automated Tender Offer Program (“ATOP”) or by submitting a signed Letter of Transmittal, together with a confirmation of book-entry transfer of the Convertible Notes and any other required documents, in either case by following the procedures set forth below.

WE ARE NOT PROVIDING FOR TENDERS OF CONVERTIBLE NOTES TO BE MADE BY GUARANTEED DELIVERY. ACCORDINGLY, YOU MUST ALLOW SUFFICIENT TIME FOR THE NECESSARY TENDER PROCEDURES TO BE COMPLETED DURING THE NORMAL BUSINESS HOURS OF DTC ON OR PRIOR TO THE EXPIRATION DATE. IF YOU HOLD YOUR CONVERTIBLE NOTES THROUGH A BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE, YOU SHOULD KEEP IN MIND THAT SUCH ENTITY MAY REQUIRE YOU TO TAKE ACTION WITH RESPECT TO THE OFFER A NUMBER OF DAYS BEFORE THE EXPIRATION DATE IN ORDER FOR SUCH ENTITY TO TENDER CONVERTIBLE NOTES ON YOUR BEHALF ON OR PRIOR TO THE EXPIRATION DATE. TENDERS NOT COMPLETED PRIOR TO 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE EXPIRATION DATE WILL BE DISREGARDED AND OF NO EFFECT.

How to Tender If You Are a Beneficial Owner but Not a DTC Participant

If you hold your Convertible Notes through a broker, dealer, commercial bank, trust company or other nominee, you will need to timely instruct your broker, dealer, commercial bank, trust company or other nominee to tender your Convertible Notes prior to the Expiration Date in the manner described below and upon the terms and conditions set forth in this Offer to Purchase. Please refer to any materials forwarded to you by your broker, dealer, commercial bank, trust company or other nominee to determine how you can timely instruct your nominee to take these actions.

In order to participate in the Offer, you must instruct your broker, dealer, commercial bank, trust company or other nominee to participate on your behalf. Your broker, dealer, commercial bank, trust company or other nominee should arrange for the DTC participant holding the Convertible Notes through its DTC account to tender those Convertible Notes in the Offer to the Depositary prior to 12:00 midnight, New York City time, at the end of the Expiration Date.

If you hold your Convertible Notes through a broker, dealer, commercial bank, trust company or other nominee, you should keep in mind that such entity may require you to take action with respect to the Offer a number of days before the Expiration Date in order for such entity to tender Convertible Notes on your behalf prior to 12:00 midnight, New York City time, at the end of the Expiration Date.

You are urged to instruct your broker, dealer, commercial bank, trust company or other nominee promptly to make arrangements for processing your instruction.

If you hold your Convertible Notes through a broker or bank other than the Dealer Manager, you should ask your broker or bank if you will be charged a fee to tender your Convertible Notes through such broker or bank.

How to Tender if You Are a DTC Participant

To participate in the Offer, a DTC participant must:


	•	comply with the ATOP procedures of DTC described below; or

	•	(i) complete and sign and date the Letter of Transmittal, or a facsimile of the Letter of Transmittal, (ii) have the signature on the Letter of Transmittal guaranteed if the Letter of Transmittal so requires, (iii) mail or deliver the Letter of Transmittal or facsimile thereof, together with any other documents required by the Letter of Transmittal, to the Depositary prior to 12:00 midnight, New York City time, at the end of the Expiration Date, and (iv) ensure that the Depositary receives, prior to 12:00 midnight, New York City time, at the end of the Expiration Date, a timely confirmation of book-entry transfer of such Convertible Notes into the Depositary’s account at DTC according to the procedure for book-entry transfer described below.

No documents should be sent to us, the Dealer Manager or the Information Agent. The Agent’s Message or the Letter of Transmittal should be delivered only to the Depositary. The Depositary will not accept any tender materials other than the Letter of Transmittal or the Agent’s Message.

By tendering Convertible Notes pursuant to the Offer, you will be deemed to have agreed that the delivery and surrender of the Convertible Notes is not effective, and the risk of loss of the Convertible Notes does not pass to the Depositary, until receipt by the Depositary of the items listed above together with all accompanying evidences of authority and any other required documents in form satisfactory to us. In all cases, you should allow sufficient time to assure delivery to the Depositary prior to 12:00 midnight, New York City time, at the end of the Expiration Date.

Tendering through DTC’s ATOP

The Depositary will establish an account at DTC with respect to the Convertible Notes for purposes of the Offer, and any financial institution that is a DTC participant may make book-entry delivery of eligible Convertible Notes by causing DTC to transfer such Convertible Notes into the Depositary’s account in accordance with DTC’s procedures for such transfer.

The term “Agent’s Message” means a message transmitted by DTC to, and received by, the Depositary and forming a part of the Book-Entry Confirmation, which states that DTC has received an express acknowledgment from the DTC participant described in such Agent’s Message, stating that such participant has received and agrees to be bound by the terms and conditions of the Offer as set forth in this Offer to Purchase and the Letter of Transmittal, and that we may enforce such agreement against such participant.

To effectively tender Convertible Notes after 5:00 p.m., New York City time, on the Expiration Date, but before 12:00 midnight, New York City time, at the end of the Expiration Date, DTC participants may complete and sign a Voluntary Offering Instructions form and deliver it via facsimile to the Depositary at the facsimile number shown on the back cover of this Offer to Purchase. The Voluntary Offering Instructions form is available at http://www.gbsc-usa.com/Thermo_Fisher and is filed as an exhibit to the Schedule TO. Immediately after delivering the Voluntary Offering Instructions form, a DTC participant should telephone the Depositary at its telephone number listed on the back cover of this Offer to Purchase to confirm receipt and determine if any further action is required.

If you desire to tender your Convertible Notes on the Expiration Date through ATOP, you must allow sufficient time for completion of the ATOP procedures during the normal business hours of DTC on such date.

If your Convertible Notes are held of record through a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your Convertible Notes after 5:00 p.m., New York City time, on the Expiration Date, you must make arrangements with your nominee for such nominee to fax a Voluntary Offering Instructions form to the Depositary at its number on the back cover of this Offer to Purchase on your behalf prior to 12:00 midnight, New York City time, at the end of the Expiration Date, in accordance with the procedures described above.

Signature Guarantees

All signatures on a Letter of Transmittal or a notice of withdrawal, as the case may be, must be guaranteed by a recognized participant in the Securities Transfer Agents Medallion Program, the NYSE Medallion Signature Program or the Stock Exchange Medallion Program (each, a “Medallion Signature Guarantor”) unless the Convertible Notes tendered or withdrawn, as the case may be, pursuant thereto are tendered (1) by the DTC participant whose name appears on a security position listing as the owner of the Convertible Notes who has not completed the box entitled Special Payment Instructions or Special Delivery Instructions on the Letter of Transmittal or (2) for the account of a member firm of a registered national securities exchange, a member of the Financial Industry Regulatory Authority, Inc. or a commercial bank, trust company or other nominee having an office or correspondent in the United States. If Convertible Notes are registered in the name of a person other than the signatory of a Letter of Transmittal or a notice of withdrawal, as the case may be, or if delivery of the purchase price is to be made or tendered, or Convertible Notes that are not accepted are to be returned, to a person other than the holder, then the signature on the Letter of Transmittal accompanying the tendered Convertible Notes must be guaranteed by a Medallion Signature Guarantor as described above.

General Provisions

The method of delivery of Convertible Notes and all other documents or instructions including, without limitation, the Agent’s Message and the Letter of Transmittal, is at your risk.

All questions as to the form of all documents and the validity (including time of receipt) and acceptance of all tenders and withdrawals of Convertible Notes will be determined by us. In the event of a dispute, a court of competent jurisdiction has the power to review and make binding determinations with respect to our determinations of these matters. Alternative, conditional or contingent tenders will not be considered valid. We reserve the absolute right to reject any or all tenders of Convertible Notes that are not in proper form or the acceptance of which would, in our opinion, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to particular Convertible Notes. A waiver of any defect of irregularity with respect to the tender of any Convertible Note shall not constitute a waiver of the same or any other defect or irregularity with respect to the tender of any other Convertible Notes except to the extent we may otherwise so provide. We will interpret the terms and conditions of the Offer. In the event of a dispute, a court of competent jurisdiction has the power to review and make binding determinations with respect to our interpretation of the terms and conditions of the Offer. Tenders of Convertible Notes shall not be deemed to have been made until any defects or irregularities have been waived by us or cured. None of us, the Dealer Manager, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defect or irregularity in any tender of Convertible Notes, or will incur any liability to you for failure to give any such notification.

All tendering holders, by execution of the Letter of Transmittal or a Voluntary Offering Instructions form or a facsimile thereof, or transmission of an Agent’s Message through ATOP, waive any right to receive notice of the acceptance of their Convertible Notes for purchase.

Convertible Notes being tendered must be delivered to the Depositary in accordance with the procedures described in this Offer to Purchase, before 12:00 midnight, New York City time, at the end of the Expiration Date.

No Appraisal Rights

No appraisal rights are available to holders of Convertible Notes under applicable law in connection with the Offer.

Your Representation and Warranty; our Acceptance Constitutes an Agreement

A tender of Convertible Notes under the procedures described above will constitute your acceptance of the terms and conditions of the Offer. In addition, by instructing your custodian or nominee to tender your Convertible Notes in the Offer, you are representing, warranting and agreeing that, among other things:


	•	you have received a copy of this Offer to Purchase and the Letter of Transmittal and agree to be bound by all the terms and conditions of the Offer;

	•	you have full power and authority to tender your Convertible Notes;

	•	you have assigned and transferred the Convertible Notes to the Depositary and irrevocably constitute and appoint the Depositary as your true and lawful agent and attorney-in-fact to cause your Convertible Notes to be tendered in the Offer, that power of attorney being irrevocable and coupled with an interest, subject only to the right of withdrawal described in this Offer to Purchase; and

	•	your Convertible Notes are being tendered, and will, when accepted by the Depositary, be free and clear of all charges, liens, restrictions, claims, equitable interests and encumbrances, other than the claims of a holder under the express terms of the Offer.

Your custodian or nominee, by delivering, or causing to be delivered, the Convertible Notes and the completed Agent’s Message or Letter of Transmittal to the Depositary is representing and warranting that you, as owner of the Convertible Notes, have represented, warranted and agreed to each of the above.

By tendering Convertible Notes pursuant to the Offer, you will also be deemed to have agreed to, upon request, execute and deliver any additional documents deemed by the Depositary or by us to be necessary or desirable to complete the tender, sale, assignment and transfer of the Convertible Notes tendered thereby.

Our acceptance for purchase of Convertible Notes tendered under the Offer will constitute a binding agreement between you and us upon the terms and conditions of the Offer described in this and the related documents. Such agreement will be governed by, and construed in accordance with, the laws of the State of New York.

Return of the Convertible Notes if the Offer is not Completed

If any validly tendered Convertible Notes are not purchased because the Offer is not completed, such unpurchased Convertible Notes will be returned without cost to the tendering holder promptly after the earlier of the termination or expiration of the Offer by book-entry delivery through DTC to the accounts of the applicable DTC participants.

Backup Withholding and Information Reporting

For a discussion of the material United States federal income tax consequences to tendering holders, including possible information reporting and backup withholding, see “PURPOSES, EFFECTS AND PLANS — Material United States Federal Income Tax Consequences.”

Withdrawal Rights

Convertible Notes tendered in the Offer may be withdrawn at any time before 12:00 midnight, New York City time, at the end of the Expiration Date and may also be withdrawn at any time after midnight, New York City time, on the 40th business day after the commencement of the Offer if we have not accepted such Convertible Notes for purchase by then. Except as otherwise provided in this section, tenders of Convertible Notes are irrevocable.

For a withdrawal of a tender of Convertible Notes to be effective, a written or facsimile transmission notice of withdrawal must be received by the Depositary prior to 12:00 midnight, New York City time, at the end of the Expiration Date, by mail, fax or hand delivery at its address or facsimile number listed on the back cover of this Offer to Purchase or by a properly transmitted “Request Message” through ATOP. Any such notice of withdrawal must:


	•	specify the name of the person who tendered the Convertible Notes to be withdrawn and the name of the DTC participant whose name appears on the security position listing as the owner of such Convertible Notes, if different from that of the person who deposited the Convertible Notes;

	•	contain the aggregate principal amount of Convertible Notes to be withdrawn and the number of the account at DTC to be credited with the withdrawn Convertible Notes;

	•	unless transmitted through ATOP, be signed by the holder thereof in the same manner as the original signature on the Letter of Transmittal, including any required signature guarantee(s); and

	•	if the Letter of Transmittal was executed by a person other than the DTC participant whose name appears on a security position listing as the owner of the Convertible Notes, be accompanied by a properly completed irrevocable proxy that authorized such person to effect such withdrawal on behalf of such holder.

Withdrawal of Convertible Notes can only be accomplished in accordance with the foregoing procedures.

If you tendered your Convertible Notes through a broker, dealer, commercial bank, trust company or other nominee and wish to withdraw your Convertible Notes, you will need to make arrangements for withdrawal with your nominee. Your ability to withdraw the tender of your Convertible Notes will depend upon the terms of the arrangements you have made with your nominee and, if your nominee is not the DTC participant tendering those Convertible Notes, the arrangements between your nominee and such DTC participant, including any arrangements involving intermediaries between your nominee and such DTC participant.

If you tendered Convertible Notes through a broker, dealer, commercial bank, trust company or other nominee and you wish to withdraw your Convertible Notes after 5:00 p.m., New York City time, on the Expiration Date, you must make arrangements with your nominee for such nominee to fax a notice of withdrawal to the Depositary at its number on the back cover of this Offer to Purchase on your behalf prior to 12:00 midnight, New York City time, at the end of the Expiration Date.

Through DTC, the Depositary will return to tendering holders all Convertible Notes in respect of which it has received valid withdrawal instructions promptly after it receives such instructions.

All questions as to the form and validity (including time of receipt) of any notice of withdrawal of a tender will be determined by us. In the event of a dispute, a court of competent jurisdiction has the power to review and make binding determinations with respect to our determinations of these matters. We reserve the absolute right to reject any or all attempted withdrawals of Convertible Notes that are not in proper form or the acceptance of which would, in our opinion, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of a withdrawal as to particular Convertible Notes. A waiver of any defect or irregularity with respect to the withdrawal of any Convertible Note shall not constitute a waiver of the same or any other defect or irregularity with respect to the withdrawal of any other Convertible Note except to the extent we may otherwise so provide. Withdrawals of Convertible Notes shall not be deemed to have been made until any defects or irregularities have been waived by us or cured. None of us, the Depositary, the Dealer Manager, the Information Agent or any other person will be under any duty to give notification of any defect or

irregularity in any notice of withdrawal of a tender or incur any liability for failure to give any such notification.

Withdrawals may not be rescinded, and any Convertible Notes validly withdrawn will thereafter be deemed not validly tendered for purposes of the Offer unless the withdrawn Convertible Notes are validly re-tendered before the expiration of the Offer by following the procedures described under “THE OFFER — Procedures for Tendering the Convertible Notes.”

If we extend the Offer, are delayed in our acceptance for purchase of Convertible Notes, or are unable to accept for purchase Convertible Notes under the Offer for any reason, then, without prejudice to our rights under the Offer, the Depositary may, subject to applicable law, retain tendered Convertible Notes on our behalf, and such Convertible Notes may not be withdrawn except to the extent tendering holders are entitled to withdrawal rights as described in this section.

Purchase of the Convertible Notes; Payment of Purchase Price

Upon the terms and conditions of the Offer, promptly following the Expiration Date, we will accept for purchase and pay for, and thereby purchase, all Convertible Notes validly tendered and not validly withdrawn.

For purposes of the Offer, we will be deemed to have accepted for purchase and therefore purchased Convertible Notes that are validly tendered and not validly withdrawn only when, as and if we give notice to the Depositary of our acceptance of such Convertible Notes for purchase.

Upon the terms and conditions of the Offer, promptly after the Expiration Date, we will accept for purchase and pay the purchase price, and accrued and unpaid interest payable pursuant to the terms of the Offer, for any and all of the Convertible Notes that are validly tendered and not validly withdrawn.

We will pay the aggregate purchase price, and accrued and unpaid interest payable pursuant to the terms of the Offer, for each of the Convertible Notes purchased pursuant to the Offer to an account designated by the Depositary, which will act as custodian or nominee for tendering holders for the purpose of receiving payment from us and transmitting payment to the tendering holders.

We will not pay interest on the purchase price, or the accrued and unpaid interest payable pursuant to the terms of the Offer, with respect to any of the Convertible Notes regardless of any delay in making payment on the part of the Depositary or DTC. In addition, if certain events occur, we may not be obligated to purchase Convertible Notes in the Offer. See the conditions of the Offer under “THE OFFER — Conditions of the Offer.”

We will pay all transfer taxes, if any, payable on the transfer to us of Convertible Notes purchased under the Offer. If, however, (i) payment of the purchase price is to be made to any person other than the registered holder or (ii) Convertible Notes not tendered for purchase are to be registered in the name of any person other than the registered holder, then the amount of all transfer taxes, if any (whether imposed on the registered holder, the other person or otherwise), payable on account of the transfer to the other person, will be deducted from the purchase price unless satisfactory evidence of the payment of the transfer taxes, or exemption therefrom, is submitted.

Conditions of the Offer

Notwithstanding any other provision of the Offer, we will not be required to accept for purchase and pay for any Convertible Notes tendered, and may terminate or amend the Offer or may postpone the acceptance for purchase of, or the purchase of and the payment for Convertible Notes, subject to Rules 13e-4(f)(5) and 14e-1(c) under the Exchange Act which require that an offeror pay the

consideration offered or return the Convertible Notes tendered promptly after the termination or withdrawal of a tender offer, if:


	•	in our reasonable judgment, as determined prior to the expiration of the Offer, the purchase of Convertible Notes will result in any adverse tax consequences to us; or

	•	in our reasonable judgment, any of the following shall have occurred and be continuing:


	•	there shall have occurred:


	•	any general suspension of trading in, or limitation on prices for, securities in the United States securities or financial markets;

	•	a material impairment in the trading market for debt or convertible debt securities;

	•	any suspension or limitation of trading of any of our securities on any exchange or in the over-the-counter market;

	•	a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States (whether or not mandatory);

	•	any limitation (whether or not mandatory) by any governmental authority on, or other event that, in our reasonable judgment, would have a reasonable likelihood of affecting, the extension of credit by banks or other lending institutions in the United States;

	•	any attack on, outbreak or escalation of hostilities or acts of terrorism involving the United States that would reasonably be expected to have a materially adverse effect on our or our affiliates’ business, operations, properties, condition (financial or otherwise), assets, liabilities or prospects; or

	•	any significant adverse change in the United States securities or financial markets generally, or in the worldwide market for analytical and research instruments, equipment, reagents and consumables, software and related services, that, in our reasonable judgment, would have a material adverse effect on our or our affiliates’ business, operations, properties, condition (financial or otherwise), assets, liabilities or prospects or those of our affiliates or in the case of any of the foregoing existing on the date hereof, a material acceleration or worsening thereof;


	•	there exists an order, statute, rule, regulation, executive order, stay, decree, judgment or injunction that shall have been enacted, entered, issued, promulgated, enforced or deemed applicable by any court or governmental, regulatory or administrative agency or instrumentality that, in our reasonable judgment, would or would be reasonably likely to prohibit, prevent or materially restrict or delay consummation of the Offer or that is, or is reasonably likely to be, materially adverse to our business, operations, properties, condition (financial or otherwise), assets, liabilities or prospects or those of our affiliates;

	•	there shall have been instituted, threatened or be pending any action or proceeding before or by any court, governmental, regulatory or administrative agency or instrumentality, or by any other person, in connection with the Offer, that is, or is reasonably likely to be, in our reasonable judgment, materially adverse to our business, operations, properties, condition (financial or otherwise), assets, liabilities or prospects or those of our affiliates, or which would or might, in our reasonable judgment, directly or indirectly prohibit, prevent, restrict or delay consummation of the Offer or otherwise adversely affect the Offer in any material manner;

	•	there shall have occurred any tender offer with respect to some or all of our outstanding common stock, or any merger, acquisition or other business combination proposal involving us or our affiliates made by any person or entity;

	•	there exists any other actual or threatened legal impediment to the Offer or any other circumstances that would, in our reasonable judgment, materially adversely affect the


		transactions contemplated by the Offer, or the contemplated benefits of the Offer to us or our affiliates;


	•	there shall have occurred any development which would, in our reasonable judgment, materially adversely affect our business, operations, properties, condition (financial or otherwise), assets, liabilities or prospects or those of our affiliates;

	•	an event or events or the likely occurrence of an event or events that would or might reasonably be expected to prohibit, restrict or delay the consummation of the Offer; or

	•	the trustee for the Convertible Notes objects in any respect to, or takes any action that would be reasonably likely to materially and adversely affect, the consummation of the Offer, or takes any action that challenges the validity or effectiveness of the procedures used by us in the making of the Offer or in the acceptance of Convertible Notes.

We expressly reserve the right to amend or terminate the Offer and to reject for purchase any Convertible Notes not previously accepted for purchase, upon the occurrence of any of the conditions of the Offer specified above. In addition, we expressly reserve the right to waive any of the conditions of the Offer, in whole or in part, on or prior to the Expiration Date. We will give prompt notice of any amendment, non-acceptance, termination or waiver to the Depositary, followed by a timely public announcement.

These conditions are for our sole benefit, and we may assert them regardless of the circumstances that may give rise to them or waive them in whole or in part at any or at various times in our sole discretion. If we fail at any time to exercise any of the foregoing rights, this failure will not constitute a waiver of such right. Each such right will be deemed an ongoing right that we may assert at any time or at various times.

All conditions to the Offer must be satisfied or waived prior to the expiration of the Offer. The Offer is not conditioned upon the tender of any minimum principal amount of Convertible Notes or upon our obtaining any financing.

Market and Recent Prices for the Convertible Notes and the Common Stock

There is no established reporting system or trading market for trading in the Convertible Notes. We believe that the Convertible Notes are currently traded over-the-counter and that there is currently a correlation between trading prices for the Convertible Notes and the shares of our common stock. Our common stock is listed on the New York Stock Exchange under the symbol “TMO”. The following table sets forth, for the periods indicated, the reported high and low sales prices in U.S. dollars for our common stock on the New York Stock Exchange, rounded to the nearest cent.


	Common Stock
	Sales Prices
Calendar Period	High		Low

2007
First quarter	$	49.90	$	43.60
Second quarter		55.25		46.10
Third quarter		58.75		48.71
Fourth quarter		62.02		56.07
2008
First quarter		58.01		46.63
Second quarter		59.87		52.73
Third quarter		62.77		52.56
Fourth quarter		55.12		26.65
2009
First quarter		40.34		32.02
Second quarter		42.47		30.83
Third quarter		47.74		37.50
Fourth quarter (though November 12, 2009)		48.51		42.89

The closing price of our common stock on the New York Stock Exchange on November 12, 2009 was $44.47.

We urge you to obtain more current price information for our common stock and the Convertible Notes during the Offer period.

We have never paid cash dividends on our common stock and do not expect to pay cash dividends on our common stock in the foreseeable future. Payment of dividends is at the discretion of our Board of Directors and will depend upon, among other factors, our earnings, capital requirements and financial condition.

On November 12, 2009, there was $295,360,000 aggregate principal amount of Convertible Notes outstanding.

Source and Amount of Funds

We would need approximately $571.7 million to purchase all of the Convertible Notes outstanding as of November 12, 2009, assuming a purchase price per $1,000 principal amount of Convertible Notes of $1930.3413, based on an assumed Average VWAP of $44.47, which is the closing price per share of our common stock on the New York Stock Exchange on November 12, 2009, and assuming that the purchase of Convertible Notes pursuant to the Offer is settled on December 18, 2009. We intend to use a combination of cash on hand and borrowings under our existing revolving credit facility to pay for all Convertible Notes that we purchase in the Offer. There are no material conditions to our ability to utilize our cash on hand to pay for all the Convertible Notes we will purchase in the Offer. Our revolving credit facility with a bank group provides for up to $1 billion of unsecured multi-currency revolving credit that will expire in August 2012. The facility calls for interest at either a LIBOR-based rate or a rate based on the prime lending rate of the agent bank, at our option. The interest rate as of September 26, 2009 was between 0.51063% and 0.90625% (depending on duration) under the more

favorable of the two rates. The facility contains affirmative, negative and financial covenants, and events of default customary for financings of this type. The financial covenant requires us to maintain total leverage below a certain maximum level. The revolving credit facility permits us to use the facility for working capital; acquisitions; repurchases of common stock, debentures and other securities; the refinancing of debt; and general corporate purposes. The revolving credit facility had an available borrowing capacity of $946 million as of September 26, 2009.

There is no financing condition to the Offer.

Extension of the Offer; Termination; Amendment

We reserve the right, in our sole discretion, at any time and from time to time, to extend the period of time during which the Offer is open, and to delay acceptance for purchase of, and payment for any Convertible Notes by giving notice of such extension to the Depositary and making a public announcement of such extension. We also reserve the right, in our sole discretion, to terminate the Offer and not accept for purchase or pay for any Convertible Notes not previously accepted for purchase or paid for, or, subject to applicable law, to postpone payment for Convertible Notes, if any conditions of the Offer fail to be satisfied, by giving notice of such termination or postponement to the Depositary and making a timely public announcement of such termination or postponement. Our reservation of the right to delay acceptance for purchase or to delay payment for Convertible Notes which we have accepted for purchase is limited by Rules 13e-4(f)(5) and 14e-1(c) under the Exchange Act, which require payment of the consideration offered or return of the Convertible Notes promptly after termination or withdrawal of the Offer.

Subject to compliance with applicable law, we further reserve the right, in our sole discretion, and regardless of whether or not any of the events or conditions described under “THE OFFER — Conditions of the Offer” have occurred or are deemed by us to have occurred, to amend the Offer in any respect, including, without limitation, by decreasing or increasing the consideration offered in the Offer to holders of Convertible Notes or by decreasing the principal amount of Convertible Notes being sought in the Offer. Amendments to the Offer may be made at any time and from time to time by public announcement, such announcement, in the case of an extension, to be issued no later than 9:00 a.m., New York City time, on the next business day after the last previously scheduled Expiration Date.

Without limiting the manner in which we may choose to make a public announcement, except as required by applicable law, we have no obligation to publish, advertise or otherwise communicate any such public announcement other than by making a release through PR Newswire, Business Wire or other comparable news service.

If we materially change the terms of the Offer or the information concerning the Offer, we will extend the Offer to the extent required by Rules 13e-4(d)(2), 13e-4(e)(3), 13e-4(f)(1) and 14e-1(b) under the Exchange Act. These rules and certain related releases and interpretations of the SEC provide that the minimum period during which a tender offer must remain open following material changes in the terms of the tender offer or information concerning the tender offer (other than a change in price or a change in percentage of Convertible Notes sought) will depend on the facts and circumstances, including the relative materiality of such terms or information. If we:


	•	adjust the pricing formula or the minimum purchase price;

	•	otherwise increase or decrease the purchase price to be paid for the Convertible Notes; or

	•	decrease the principal amount of Convertible Notes we are seeking to purchase,

then the Offer must remain open, or will be extended, until at least ten business days from, and including, the date that notice of any such change is first published, sent or given in the manner described above. The calculation of a purchase price on the basis of the pricing formula described above with respect to the Offer will not be considered an increase or decrease in the price to be paid

in the Offer and will not require an extension of the Offer. For purposes of the Offer, a “business day” means any day other than a Saturday, Sunday or United States federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, New York City time.

Other than an extension of the Offer, we are not aware of any circumstance that would cause us to delay acceptance of any validly tendered Convertible Notes.

Security Ownership

Neither we, nor to the best of our knowledge, any of our executive officers, directors, affiliates or subsidiaries nor, to the best of our knowledge, any of our subsidiaries’ directors or executive officers, nor any associates or subsidiaries of any of the foregoing, (a) owns any Convertible Notes or (b) has effected any transactions involving the Convertible Notes during the 60 days prior to the date of this Offer to Purchase. To the best of our knowledge, we will not acquire any Convertible Notes from any of our directors, officers or affiliates pursuant to the Offer.

Brokerage Commissions

A registered holder of Convertible Notes that tenders its Convertible Notes directly to the Depositary will not need to pay any brokerage fee or commission to us, the Dealer Manager or the Depositary in connection with the tender of such Convertible Notes. However, if a tendering holder effectuates such tender through its broker, dealer, commercial bank, trust company or other nominee, that holder may be required to pay such entity fees or commissions. If you hold your Convertible Notes through a broker or bank other than the Dealer Manager, you should ask your broker or bank if you will be charged a fee to tender your Convertible Notes through such broker or bank.

Fees and Expenses

We will bear the expenses of soliciting tenders of Convertible Notes. The principal solicitation is being made by mail. Additional solicitation may, however, be made by e-mail, facsimile transmission, and telephone or in person by our officers and other employees and those of our affiliates and others acting on our behalf. The Company will, upon request, reimburse brokers and dealers for customary mailing and handling expenses incurred by them in forwarding this Offer to Purchase to the beneficial owners of Convertible Notes held by them as a nominee or in a fiduciary capacity.

No Recommendation

None of us, our management or Board of Directors, the Dealer Manager, the Depositary or the Information Agent makes any recommendation to any holder of Convertible Notes as to whether to tender any Convertible Notes. None of us, our management or Board of Directors, the Dealer Manager, the Depositary or the Information Agent has authorized any person to give any information or to make any representation in connection with the Offer other than the information and representations contained in this Offer to Purchase or in the Letter of Transmittal. If anyone makes any recommendation or representation or gives any such information, you should not rely upon that recommendation, representation or information as having been authorized by us, the Dealer Manager, the Depositary or the Information Agent.

Before making your decision, we urge you to read this Offer to Purchase, including the documents incorporated by reference herein, and the Letter of Transmittal in their entirety. We also urge you to consult your financial and tax advisors in making your own decisions on what action, if any, to take in light of your own particular circumstances.

Persons Employed in Connection with the Offer

Dealer Manager

The Dealer Manager for the Offer is Goldman, Sachs & Co. We have agreed to pay the Dealer Manager a customary fee for its services as Dealer Manager in connection with the Offer and to reimburse the Dealer Manager for certain expenses incurred in connection with the Offer. We have also agreed to indemnify the Dealer Manager against certain liabilities that may arise in connection with the Offer, including liabilities under the federal securities laws.

The Dealer Manager and its affiliates have rendered and may in the future render various investment banking, lending and commercial banking services and other advisory services to us and our subsidiaries. The Dealer Manager has received, and may in the future receive, customary compensation from us and our subsidiaries for such services. In the ordinary course of business, including in their trading and brokerage operations and in a fiduciary capacity, the Dealer Manager and its affiliates may hold positions, both long and short, for their own accounts and for those of their customers, in our securities. The Dealer Manager may from time to time hold Convertible Notes and shares of our common stock in its proprietary accounts, and, to the extent it owns Convertible Notes in these accounts at the time of the Offer, the Dealer Manager may tender these Convertible Notes.

Depositary

Global Bondholder Services Corporation has been appointed as the Depositary for the Offer. We have agreed to pay the Depositary reasonable and customary fees for its services and will reimburse the Information Agent for its reasonable out-of-pocket expenses. All documents, if any, required to be delivered to the Depositary should be sent or delivered to the Depositary at the address listed on the back cover of this Offer to Purchase. Delivery of the Letter of Transmittal to an address or transmission of instructions via facsimile other than as set forth on the back cover of this Offer to Purchase does not constitute a valid delivery of the Letter of Transmittal or such instructions. See “THE OFFER — Procedures for Tendering the Convertible Notes”.

Information Agent

Global Bondholder Services Corporation has been appointed as the Information Agent for the Offer. We have agreed to pay the Information Agent reasonable and customary fees for its services and will reimburse the Information Agent for its reasonable out-of-pocket expenses. Any questions and requests for assistance or requests for additional copies of this Offer to Purchase or the Letter of Transmittal should be directed to the Information Agent at the address listed on the back cover of this Offer to Purchase.

Miscellaneous

This Offer to Purchase and the Letter of Transmittal will be mailed to record holders of our Convertible Notes and will be furnished to brokers, dealers, commercial banks and trust companies whose names, or the names of whose nominees, appear on our list of holders of Convertible Notes or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of Convertible Notes.

The Offer is not being made to (nor will tenders of Convertible Notes be accepted from or on behalf of) holders of Convertible Notes in any jurisdiction in which the making or acceptance of the Offer would not be in compliance with the laws of such jurisdiction. However, we, in our sole discretion, may take such action as we may deem necessary to make or extend the Offer in any such jurisdiction.

We are not aware of any jurisdiction where the making of the Offer is not in compliance with applicable law. If it becomes aware of any jurisdiction where the making of the Offer or the acceptance of Convertible Notes pursuant thereto is not in compliance with applicable law, we will make a good faith effort to comply with the applicable law. If, after such good faith effort, we cannot comply with the applicable law, the Offer will not be made to (nor will tenders be accepted from or on behalf of) the holders of Convertible Notes in such jurisdiction.

Pursuant to Rule 13e-4 promulgated under the Exchange Act, we have filed the Schedule TO, which contains additional information with respect to the Offer. The Schedule TO, including the exhibits and any amendments and supplements to that document, may be examined, and copies may be obtained, at the same places and in the same manner as is set forth under “WHERE YOU CAN FIND MORE INFORMATION”.

None of us, our management or Board of Directors, the Dealer Manager, the Depositary or the Information Agent has authorized any person to give any information or to make any representation in connection with the Offer other than the information and representations contained in this Offer to Purchase or in the Letter of Transmittal. If anyone makes any recommendation or representation or gives any such information, you should not rely upon that recommendation, representation or information as having been authorized by us, the Dealer Manager, the Depositary or the Information Agent.

PURPOSES, EFFECTS AND PLANS

Purposes of the Offer

Future Purchases

Following completion of the Offer, we may repurchase additional Convertible Notes that remain outstanding in the open market, in privately negotiated transactions or otherwise. Future purchases of Convertible Notes that remain outstanding after the Offer may be on terms that are more or less favorable than the Offer. Rule 14e-5 under the Exchange Act prohibits us and our affiliates and the Dealer Manager and its affiliates from purchasing Convertible Notes outside of the Offer from the time that the Offer is first announced until the expiration of the Offer, subject to certain exceptions. In addition, Rule 13e-4 under the Exchange Act generally prohibits us and our affiliates from purchasing any Convertible Notes other than pursuant to the Offer until ten business days after the Expiration Date of the Offer, although there are some exceptions. Future purchases, if any, will depend on many factors, which include market conditions and the condition of our business.

Material Differences in the Rights of Convertible Note Holders as a Result of the Offer

Effects on the Holders of Convertible Notes Tendered and Accepted in the Offer

If your Convertible Notes are tendered and accepted in the Offer, you will receive the purchase price per $1,000 principal amount of Convertible Notes tendered and accepted, but will give up rights and obligations associated with ownership of such Convertible Notes. Below is a summary of certain rights that you will forgo and obligations of which you will be relieved if you tender your Convertible Notes and the tender is accepted. The summary below does not purport to describe all of the terms of the Convertible Notes and is qualified in its entirety by reference to the Indenture, dated as of July 7, 2003, between Fisher Scientific and The Bank of New York Mellon, as successor trustee for J.P. Morgan Trust Company (the “Trustee”), the First Supplemental Indenture, dated as of May 9, 2005, between Fisher Scientific and the Trustee, the Letter Agreement, dated as of May 9, 2005, between Fisher Scientific and the Trustee and the Second Supplemental Indenture, dated as of November 9, 2006, among us, Fisher Scientific and the Trustee (collectively, the “Indenture”), each of which will be filed as an exhibit to the Schedule TO and each of which is incorporated herein by reference. See “WHERE YOU CAN FIND MORE INFORMATION”.

Cash Distributions. If you continue to hold any Convertible Notes after settlement of the Offer, you will be entitled under the terms of the Convertible Notes to receive regular semi-annual interest payments at the rate of 2.50% per annum.

Conversion Rights of Holders. If you continue to hold any Convertible Notes after settlement of the Offer, subject to the conditions and during the periods and under the circumstances described below, at any time prior to the close of business on September 30, 2023, you may convert your Convertible Notes into shares of our common stock at a conversion rate of 42.1372 shares of our common stock per $1,000 principal amount of Convertible Notes (subject to adjustment upon the

occurrence of certain events), which is equivalent to a conversion price of $23.7320 per share of our common stock, subject, in each case, to the cash settlement provisions of the Convertible Notes:


	•	You may surrender any of your Convertible Notes for conversion into shares of our common stock in a conversion period on any date on or prior to October 1, 2018 if the closing sale price of our common stock for at least 20 trading days in the period of 30 consecutive trading days ending on the first day of such conversion period was more than 120% of the applicable conversion price. You may surrender any of your Convertible Notes for conversion into shares of our common stock if, on any date after October 1, 2018, the closing sale price of our common stock is more than 120% of the applicable conversion price and, in such event, you may surrender any of your Convertible Notes for conversion into shares of our common stock at any time thereafter (prior to the earlier of the close of business on September 30, 2023 or the second business day immediately preceding the redemption date for a Convertible Note). We define conversion period in the Indenture to be the period from and including the eleventh trading day in a fiscal quarter to, but excluding, the eleventh trading day of the following fiscal quarter.

	•	If we redeem the Convertible Notes, you may convert your Convertible Notes into our common stock at any time prior to the close of business on the second business day immediately preceding the redemption date, even if the Convertible Notes are not otherwise convertible at such time.

	•	If we elect to distribute to (i) all or substantially all holders of our common stock rights, options or warrants entitling them to purchase shares of our common stock at less than the closing sale price of a share of our common stock on the trading day immediately preceding the declaration date for such distribution or (ii) all or substantially all holders of our common stock assets, debt securities or capital stock, which distribution has a per share value as determined by our Board of Directors exceeding 10% of the closing sale price of a share of our common stock on the trading day immediately preceding the declaration date for such distribution, you may surrender your Convertible Notes for conversion at any time until the earlier of the close of business on the business day immediately prior to the ex-dividend date or our announcement that such distribution will not take place, even if the Convertible Notes are not otherwise convertible at such time. However, you may not exercise this right to convert if you may participate in the distribution without conversion.

	•	If we are party to a consolidation, merger or binding share exchange pursuant to which our common stock would be converted into cash or property other than securities, you may surrender Convertible Notes for conversion at any time from and after the date which is 15 days prior to the anticipated effective date of the transaction until 15 days after the actual effective date of such transaction.

	•	You may convert Convertible Notes into our common stock during any period in which the credit rating assigned to the Convertible Notes by Moody’s Investors Service, Inc. (“Moody’s”) is Caa1 or lower and by Standard & Poor’s Ratings Services (“Standard & Poor’s”) is CCC+ or lower, or neither Moody’s (or its successors) nor Standard & Poor’s (or its successors) continue to rate the Convertible Notes.

	•	You also may surrender any of your Convertible Notes for conversion into shares of our common stock during the five business-day period after any five consecutive trading-day period in which the average trading prices for the Convertible Notes for such five trading-day period was less than 97% of the average conversion value (as defined below) for the Convertible Notes during that period; provided, however, if such trading-day period ends after October 1, 2018 and, at the time of the conversion, the closing sale price of shares of our common stock is greater than the applicable conversion price of the Convertible Notes and less than or equal to 120% of the applicable conversion price of the Convertible Notes, you surrender your Convertible Notes for conversion and the Convertible Notes are not otherwise convertible, you


		will receive, at our option, cash or a combination of cash and common stock with a value equal to the principal amount of your Convertible Notes on such conversion date, in which case our common stock will be valued at 100% of the average closing sale price for the five trading days ending on the third trading day preceding the conversion date. We define conversion value in the Indenture to be equal to the product of the closing sale price of our shares of common stock on a given day multiplied by the applicable conversion rate, which is the number of shares of our common stock into which each Convertible Note is convertible.

Purchase of Convertible Notes by Us at the Option of the Holder. If you continue to hold any Convertible Notes after settlement of the Offer, you will have the right to require us to purchase your Convertible Notes, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple of $1,000, on October 1, 2010, October 1, 2015 and October 1, 2020 for a cash purchase price equal to 100% of the principal amount of the Convertible Notes to be purchased, and any accrued and unpaid interest, if any, to such purchase date.

Purchase at Option of Holders upon a Change in Control. If you continue to hold any Convertible Notes after settlement of the Offer, in the event we undergo a change in control (as defined in the Indenture), you will have the right, at your option, to require us to purchase your Convertible Notes, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple of $1,000, for a cash purchase price equal to 100% of the principal amount of the Convertible Notes to be purchased plus accrued and unpaid interest, if any, to the purchase date.

Optional Redemption by Us. Prior to October 1, 2010, the Convertible Notes will not be redeemable. Beginning October 2, 2010, we may redeem for cash all or part of the Convertible Notes that you hold at any time, upon not less than 30 nor more than 60 days’ notice before the redemption date, for a price equal to 100% of the principal amount of the Convertible Notes to be redeemed plus any accrued and unpaid interest, if any, to the redemption date.

Effects on the Holders of Convertible Notes not Tendered in the Offer

The rights and obligations under the Convertible Notes, if any, that remain outstanding after settlement of the Offer will not change as a result of the Offer.

Following settlement of the Offer, any trading market for the remaining outstanding Convertible Notes may be less liquid and more sporadic, and market prices may fluctuate significantly depending on the volume of any trading in the Convertible Notes. Although you may be able to sell Convertible Notes that you do not tender after settlement of the Offer, we cannot predict or assure you the price at which you will be able to sell such Convertible Notes, which may be higher or lower than the purchase price paid by us in the Offer. Settlement of the Offer will further reduce the liquidity of the Convertible Notes, and there can be no assurance that holders of the Convertible Notes after the completion of the Offer will be able to find willing buyers for their Convertible Notes after the Offer. See below under “— Effects of the Offer on the Market for Convertible Notes”.

The closing price of our common stock on the New York Stock Exchange on November 12, 2009 was $44.47 per share. The product of such closing price and the current conversion rate of 42.1372 shares of our common stock per $1,000 principal amount of Convertible Notes (subject to adjustment in certain events) equals $1873.8413. Subject to the terms and conditions, and during the periods and under the circumstances, described above, the Convertible Notes may be converted into our common stock at any time before the close of business on September 30, 2023.

Effects of the Offer on the Market for Convertible Notes

Our purchase of Convertible Notes in the Offer will reduce the principal amount of Convertible Notes that might otherwise be traded publicly and may reduce the number of holders of our Convertible Notes. There is no established reporting system or trading market for trading in the Convertible Notes. However, we believe the Convertible Notes are currently traded over-the-counter.

Following settlement of the Offer, any trading market for the remaining outstanding Convertible Notes may be less liquid and more sporadic, and market prices may fluctuate significantly depending on the volume of any trading in the Convertible Notes. You may be able to sell Convertible Notes that you do not tender, however, we cannot predict or assure you the price at which you will be able to sell such Convertible Notes, which may be higher or lower than the purchase price paid by us in the Offer. Settlement of the Offer will further reduce the liquidity of the Convertible Notes, and there can be no assurance that holders of the Convertible Notes after the completion of the Offer will be able to find willing buyers for their Convertible Notes after the Offer.

Retirement and Cancellation

Any Convertible Notes not tendered or tendered but not accepted because they were not validly tendered shall remain outstanding upon completion of the Offer. All Convertible Notes validly tendered and accepted in the Offer will be retired and cancelled.

Accounting Treatment of Repurchases of the Convertible Notes in the Offer

The consideration we pay for any Convertible Notes will be allocated to the extinguishment of the liability component of the Convertible Notes and reacquisition of the equity component of the Convertible Notes. The allocation of the consideration to the debt component will be based on the fair value of the liability component of the Convertible Notes immediately prior to extinguishment. The difference between the fair value of the liability component and the current carrying value, including unamortized debt issuance costs, will be recorded as a gain/loss on extinguishment in the income statement. The remaining purchase price will be allocated to the reacquisition of the equity component and will be reflected as a reduction to stockholders’ equity.

Material United States Federal Income Tax Consequences

The following summary describes the material U.S. federal income tax consequences relating to the Offer as of the date hereof. This summary is based upon provisions of the Internal Revenue Code of 1986, as amended (the “Code”), the U.S. Treasury Regulations promulgated thereunder (the “Treasury Regulations”), administrative rulings and judicial decisions in effect as of the date hereof, any of which may subsequently be changed, possibly retroactively, or interpreted differently by the Internal Revenue Service (the “IRS”), so as to result in U.S. federal income tax consequences different from those discussed below. This summary does not address all aspects of U.S. federal income tax related to the Offer and does not address all tax consequences that may be relevant to holders in light of their personal circumstances or particular situations, such as:


	•	tax consequences to holders who may be subject to special tax treatment, including dealers in securities or currencies, banks and other financial institutions, regulated investment companies, real estate investment trusts, tax-exempt entities, insurance companies and traders in securities that elect to use a mark-to-market method of accounting for their securities;

	•	tax consequences to persons holding Convertible Notes as a part of a hedging, integrated, conversion or constructive sale transaction or a straddle;

	•	tax consequences to U.S. Holders (as defined below) of Convertible Notes whose “functional currency” is not the U.S. dollar;

	•	tax consequences to partnerships or other pass-through entities and their members;

	•	tax consequences to certain former citizens or residents of the United States;

	•	U.S. federal alternative minimum tax consequences, if any; and

	•	any other U.S. federal, state, local or foreign tax consequences.

If a partnership (including any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds Convertible Notes, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. A beneficial owner that is a partnership and partners in such a partnership should consult their tax advisors.

This summary of material U.S. federal income tax consequences is for general information only and is not tax advice for any particular investor. Furthermore, this summary only applies to beneficial owners of Convertible Notes who hold their Convertible Notes as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). If you are considering participating in the Offer, you should consult your tax advisors concerning the U.S. federal income tax consequences to you in light of your own specific situation, as well as consequences arising under the laws of any other taxing jurisdiction.

In this discussion, we use the term “U.S. Holder” to refer to a beneficial owner of Convertible Notes, that is, for U.S. federal income tax purposes:


	•	an individual citizen or resident of the United States;

	•	a corporation (or any other entity or arrangement treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

	•	an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

	•	a trust, if it (i) is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (ii) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

We use the term “Non-U.S. Holder” to describe a beneficial owner (other than a partnership or other pass-through entity) of Convertible Notes that is not a U.S. Holder.

U.S. Holders of Convertible Notes Who Receive Cash under the Offer

A U.S. Holder that receives cash in exchange for Convertible Notes pursuant to the Offer will recognize gain or loss equal to the difference between the amount realized on the disposition of the Convertible Notes pursuant to the Offer and the U.S. Holder’s adjusted tax basis in such Convertible Notes. The amount realized will equal the amount of cash received for such Convertible Notes (other than amounts, if any, attributable to accrued and unpaid interest, which amounts will be treated as ordinary interest income for U.S. federal income tax purposes to the extent not previously included in income). A U.S. Holder’s adjusted tax basis in a Convertible Note generally will equal the cost of such Convertible Note to such U.S. Holder, increased by any amounts includible in income by the U.S. Holder as market discount pursuant to an election, and reduced by any amortized premium which the U.S. Holder has previously elected to deduct. Subject to the market discount rules discussed below, such gain or loss will be capital gain or loss. Capital gains of individuals derived with respect to capital assets held for more than one year are eligible for reduced rates of taxation for U.S. federal income tax purposes. The deductibility of capital losses is subject to limitations. A U.S. Holder who has acquired Convertible Notes with more than a de minimis market discount (i.e., more than a de minimis excess of the stated redemption price at maturity over the basis of such Convertible Note immediately after acquisition by the U.S. Holder) generally will be required to treat gain on the sale of such Convertible Notes as ordinary income to the extent of the market discount accrued to the date of the disposition and not previously included in the U.S. Holder’s income.

Information Reporting and Backup Withholding for U.S. Holders

In general, information reporting requirements will apply to payments made to U.S. Holders, other than certain exempt recipients (such as corporations), who tender their Convertible Notes. Each U.S. Holder will be asked to provide such holder’s correct taxpayer identification number and certify that such holder is not subject to backup withholding by completing the IRS Substitute Form W-9 that is included in the Letter of Transmittal. Backup withholding at the applicable rate (currently 28%) will apply to payments made to a U.S. Holder if the U.S. Holder fails to timely provide its correct taxpayer identification number or certification of exempt status on the IRS Substitute Form W-9 that is included in the Letter of Transmittal.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a U.S. Holder’s U.S. federal income tax liability provided the required information is timely furnished to the IRS.

Non-U.S. Holders Who Receive Cash under the Offer

A Non-U.S. Holder that realizes gain in connection with the receipt of cash in exchange for Convertible Notes pursuant to the Offer generally will not be subject to U.S. federal income tax unless:


	•	the gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States (and, if required by an applicable income treaty, is attributable to a U.S. permanent establishment or fixed base);

	•	the Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of the disposition of the Convertible Notes and certain other conditions are met; or

	•	the Company is, or has been, a U.S. real property holding corporation (“USRPHC”) during the shorter of the Non-U.S. Holder’s holding period or the five-year period ending on the date of disposition, provided, that as long as our common stock is regularly traded on an established securities market, generally Non-U.S. Holders will not be subject to tax unless (a) if the Convertible Notes are “regularly traded”, the Non-U.S. Holder has held more than 5% of the Convertible Notes at any time during such five-year or shorter period or (b) if the Convertible Notes are not “regularly traded”, the Non-U.S. Holder holds Convertible Notes with a fair market value of more than 5% of the value of our common stock, generally measured on the date of the most recent acquisition of such Convertible Notes. We believe that we are not, nor have we been, a USRPHC.

If a Non-U.S. Holder is described in the first bullet point above, it will be subject to tax on the net gain derived from the disposition of the Convertible Notes at regular graduated U.S. federal income tax rates, generally in the same manner as if the Non-U.S. Holder were a U.S. Holder. In addition, if a Non-U.S. Holder is a foreign corporation, it may be subject to the branch profits tax equal to 30% (or lesser rate under an applicable income tax treaty) of its effectively connected earnings and profits for the taxable year, subject to certain adjustments. If a Non-U.S. Holder is an individual described in the second bullet point above, such holder will be subject to a flat 30% tax on the gain derived from the disposition of the Convertible Notes, which may be offset by certain U.S. source capital losses, even though such holder is not considered a resident of the United States.

No withholding of U.S. federal income tax will be required with respect to the portion of the payment, if any, attributable to accrued and unpaid interest on a Convertible Note held by a Non-U.S. Holder under the “portfolio interest” rule, provided that:


	•	the Non-U.S. Holder does not directly or indirectly, actually or constructively, own 10% or more of the total combined voting power of all classes of the Company’s stock entitled to vote within the meaning of Section 871(h)(3) of the Code;


	•	the Non-U.S. Holder is not, for U.S. federal income tax purposes, a controlled foreign corporation that is related to the Company (actually or constructively) through stock ownership; and

	•	(a) the Non-U.S. Holder provides its name, address, and taxpayer identification number, if any, and certifies, under penalties of perjury, that it is not a U.S. person (which certification may be made on an IRS Form W-8BEN or other applicable form) or (b) the Non-U.S. Holder holds the Convertible Notes through certain foreign intermediaries or certain foreign partnerships, and the Non-U.S. Holder and the foreign intermediary or foreign partnership satisfy the certification requirements of applicable Treasury Regulations. Special certification rules apply to Non-U.S. Holders that are pass-through entities.

If a Non-U.S. Holder cannot satisfy the requirements described above, payments of interest generally will be subject to the 30% U.S. federal withholding tax, unless the Non-U.S. Holder provides us with a properly executed (i) IRS Form W-8BEN (or other applicable form) claiming an exemption from or reduction in withholding under an applicable income tax treaty or (ii) IRS Form W-8ECI (or other applicable form) stating that interest paid on the Convertible Notes is not subject to withholding tax because it is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States and includable in the Non-U.S. Holder’s gross income.

If a Non-U.S. Holder is engaged in a trade or business in the United States and interest on the Convertible Notes is effectively connected with the conduct of that trade or business and, if required by an applicable income tax treaty, is attributable to a U.S. permanent establishment or fixed base, then, although the Non-U.S. Holder will be exempt from the 30% withholding tax (provided the certification requirements discussed above are satisfied), the Non-U.S. Holder will be subject to U.S. federal income tax on that interest on a net income basis at regular graduated U.S. federal income tax rates, generally in the same manner as if the Non-U.S. Holder were a U.S. Holder. In addition, if a Non-U.S. Holder is a foreign corporation, it may be subject to a branch profits tax equal to 30% (or lesser rate under an applicable income tax treaty) of its effectively connected earnings and profits for the taxable year, subject to certain adjustments.

Information Reporting and Backup Withholding for Non-U.S. Holders

In general, a Non-U.S. Holder will not be subject to information reporting or backup withholding with respect to the payment made pursuant to the Offer provided such Non-U.S. Holder certifies under penalties of perjury that it is not a U.S. person (which certification may be made on an IRS Form W-8BEN or other applicable form) and the payor does not have actual knowledge or reason to know that such Non-U.S. Holder is a U.S. person. However, information reporting (but not backup withholding) will generally apply to the portion of the payment attributable to any accrued and unpaid interest. Backup withholding is not an additional tax. A Non-U.S. Holder subject to the backup withholding rules will be allowed a credit in the amount withheld against such Non-U.S. Holder’s U.S. federal income tax liability and, if withholding results in an overpayment of tax, such holder may be entitled to a refund, provided that the required information is timely furnished to the IRS.

Holders of Convertible Notes Who Do Not Receive Cash under the Offer

Holders of Convertible Notes whose Convertible Notes are not purchased by the Company in the Offer will not incur any tax liability as a result of the completion of the Offer.

The Depositary for the Offer is:

Global Bondholder Services Corporation


By Hand, Overnight Delivery or Mail (Registered or Certified Mail Recommended):		By Facsimile Transmission (for Eligible Institutions only):

Global Bondholder Services Corporation 65 Broadway, Suite 723 New York, New York 10006 Attention: Corporate Actions		Global Bondholder Services Corporation (212) 430-3775 Attention: Corporate Actions
		Confirm by Telephone: (212) 430-3774

Any questions or requests for assistance may be directed to the Dealer Manager or the Information Agent at their respective telephone numbers as set forth below. Any requests for additional copies of this Offer to Purchase, the Letter of Transmittal or related documents may be directed to the Information Agent. A holder may also contact such holder’s broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

Global Bondholder Services Corporation
65 Broadway, Suite 723
New York, New York 10006
Banks and Brokers, Call Collect:
(212) 430-3774
All Others Call Toll-Free:
(866) 540-1500

The Dealer Manager for the Offer is:

Goldman, Sachs & Co.
Attn: Liability Management Group
One New York Plaza, 48th Floor
New York, New York 10004
Toll Free: (800) 828-3182
Collect: (212) 902-5183

EX-99.(A)(1)(II) 3 b77977exv99wxayx1yxiiy.htm EX-(A)(1)(II) FORM OF LETTER OF TRANSMITTAL exv99wxayx1yxiiy

Exhibit (a)(1)(ii)

LETTER OF TRANSMITTAL

THERMO FISHER SCIENTIFIC INC.

OFFER TO PURCHASE FOR CASH

ANY AND ALL OF ITS OUTSTANDING 2.50% CONVERTIBLE SENIOR NOTES DUE 2023
(CUSIP Nos. 338032 AW 5 and 338032 AP 0)
(the “Convertible Notes”)

Pursuant to the Offer to Purchase, dated November 13, 2009

THE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THURSDAY, DECEMBER 17, 2009, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED BY THE COMPANY (AS MAY BE EXTENDED, THE “EXPIRATION DATE”).

The Depositary for the Offer is:

Global Bondholder Services Corporation


By Hand, Overnight Delivery or Mail (Registered or Certified Mail Recommended):		By Facsimile Transmission (for Eligible Institutions only):

Global Bondholder Services Corporation 65 Broadway, Suite 723 New York, New York 10006 Attention: Corporate Actions		Global Bondholder Services Corporation (212) 430-3775 Attention: Corporate Actions
		Confirm by Telephone: (212) 430-3774

DELIVERY OF THIS LETTER OF TRANSMITTAL OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THIS LETTER OF TRANSMITTAL NEED NOT BE COMPLETED BY HOLDERS TENDERING CONVERTIBLE NOTES BY ATOP (AS HEREINAFTER DEFINED).

The instructions contained herein should be read carefully before this Letter of Transmittal is completed. All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Offer to Purchase, dated November 13, 2009 (the “Offer to Purchase”).

Questions and requests for assistance relating to the procedures for tendering Convertible Notes and requests for additional copies of the Offer to Purchase and this Letter of Transmittal may be directed to Global Bondholder Services Corporation, as the information agent for the Offer (the “Information Agent”) at its address and telephone numbers listed on the back cover of this Letter of Transmittal. Questions regarding the Offer may also be directed to Goldman, Sachs & Co., as the dealer manager for the Offer (the “Dealer Manager”) at its address and telephone numbers listed on the back cover of this Letter of Transmittal.

This Letter of Transmittal and the instructions hereto (this “Letter of Transmittal”), the Offer to Purchase (together with this Letter of Transmittal, as amended and supplemented from time to time, the “Offer Documents”) constitute an offer (the “Offer”) by Thermo Fisher Scientific Inc., a Delaware corporation (the “Company”), on the terms and subject to the conditions set forth in the Offer Documents, to purchase any and all outstanding Convertible Notes for a cash purchase price equal to the sum of (i) the Average VWAP (as defined in the Offer to Purchase) multiplied by 42.1372 (which is the number of shares of the Company’s common stock currently issuable upon conversion of $1,000 principal amount of Convertible Notes) plus (ii) a fixed cash amount of $56.50, provided that in no event will the purchase price per $1,000 principal amount of such Convertible Notes be less than $1,474.8020. In addition, Holders (as defined below) will receive in respect of their Convertible Notes that are accepted for purchase accrued and unpaid interest on such Convertible Notes to, but excluding,

the settlement date of the Offer. All amounts payable pursuant to the Offer will be rounded to the nearest cent. For further information regarding the calculation of the purchase price and for calculations of illustrative purchase prices, see “THE OFFER — Principal Amount of Convertible Notes; Price” in the Offer to Purchase.

Only Convertible Notes validly tendered and not validly withdrawn prior to 12:00 midnight, New York City time, at the end of the Expiration Date will be purchased in the Offer. The Company’s obligation to purchase Convertible Notes validly tendered and not validly withdrawn in the Offer is not subject to any minimum tender condition or financing condition. However, the Offer is subject to the conditions described under “THE OFFER — Conditions of the Offer” in the Offer to Purchase.

Convertible Notes may be tendered only in denominations of $1,000 principal amount or integral multiples thereof. No alternative, conditional or contingent tenders will be accepted.

All of the Convertible Notes are held in book-entry form, and are currently represented by one or more global certificates held for the account of The Depository Trust Company (“DTC”).

This Letter of Transmittal may be used by a DTC participant whose name appears on a security position listing as the owner of the Convertible Notes (each, a “Holder” and, collectively, the “Holders”) who desires to tender such Convertible Notes pursuant to the Offer. Pursuant to authority granted by DTC, if you are a DTC participant who has Convertible Notes credited to your DTC account, you may directly tender your Convertible Notes in the Offer as though you were a registered holder of the Convertible Notes. DTC participants that wish to accept the Offer may tender their Convertible Notes by (i) validly transmitting their acceptance to DTC through DTC’s Automated Tender Offer Program (“ATOP”) or (ii) completing, signing and dating this Letter of Transmittal according to the instructions set forth in the Offer Documents, delivering this Letter of Transmittal, together with any signature guarantees and any other documents required by this Letter of Transmittal, to the Depositary at its address listed on the back cover of this Letter of Transmittal, and ensuring that the Depositary receives, prior to 12:00 midnight, New York City time, at the end of the Expiration Date, a timely confirmation of book-entry transfer of Convertible Notes into the Depositary’s account at DTC according to the procedure for book-entry transfer described below.

The Depositary and DTC have confirmed that Convertible Notes held in book-entry form through DTC that are to be tendered in the Offer are eligible for ATOP. To effectively tender Convertible Notes, DTC participants may until 5:00 p.m., New York City time, on the Expiration Date, in lieu of physically completing and signing this Letter of Transmittal and delivering it to the Depositary, electronically transmit their acceptance through ATOP, and DTC will then verify the acceptance, execute a book-entry delivery to the Depositary’s account at DTC and send an Agent’s Message to the Depositary for its acceptance. The confirmation of a book-entry transfer into the Depositary’s account at DTC as described above is referred to herein as a “Book-Entry Confirmation.” Delivery of documents to DTC does not constitute delivery to the Depositary. The term “Agent’s Message” means a message transmitted by DTC to, and received by, the Depositary and forming a part of the Book-Entry Confirmation, which states that DTC has received an express acknowledgment from the DTC participant described in such Agent’s Message, stating that such participant has received and agrees to be bound by the terms and conditions of the Offer as set forth in the Offer Documents, and that the Company may enforce such agreement against such participant.

To effectively tender Convertible Notes after 5:00 p.m., New York City time, on the Expiration Date, but before 12:00 midnight, New York City time, at the end of the Expiration Date, DTC participants may complete and sign a Voluntary Offering Instructions form and deliver it via facsimile to the Depositary at the number shown on the back cover of this Letter of Transmittal. The Voluntary Offering Instructions form is available at http://www.gbsc-usa.com/Thermo_Fisher and is filed as an exhibit to the Issuer Tender Offer Statement on Schedule TO filed by the Company with the Securities and Exchange Commission on November 13, 2009. Immediately after delivering the Voluntary Offering Instructions form, a DTC participant should telephone the

Depositary at the telephone number shown on the back cover of this Letter of Transmittal to confirm receipt and determine if any further action is required.

If your Convertible Notes are held of record through a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your Convertible Notes after 5:00 p.m., New York City time, on the Expiration Date, you must make arrangements with your nominee for such nominee to fax a Voluntary Offering Instructions form to the Depositary at its number on the back cover of this Letter of Transmittal on your behalf prior to 12:00 midnight, New York City time, at the end of the Expiration Date, in accordance with the procedures described under “THE OFFER — Procedures for Tendering the Convertible Notes” in the Offer to Purchase.

The Offer is made upon the terms and subject to the conditions set forth in the Offer Documents. Holders should carefully review such information.

The Offer is not being made to (nor will tenders of Convertible Notes be accepted from or on behalf of) Holders of Convertible Notes in any jurisdiction in which the making or acceptance of the Offer would not be in compliance with the laws of such jurisdiction. However, the Company, in its sole discretion, may take such action as it may deem necessary to make or extend the Offer in any such jurisdiction.

If you hold your Convertible Notes through a broker dealer, commercial bank, trust company or other nominee, you should contact such nominee promptly and instruct it to tender Convertible Notes on your behalf. The instructions included with this Letter of Transmittal must be followed.

Holders who wish to tender their Convertible Notes using this Letter of Transmittal must complete the box below entitled “Method of Delivery” and complete the box below entitled “Description of Convertible Notes Tendered” and sign in the appropriate box below.

NONE OF THE COMPANY, ITS MANAGEMENT OR BOARD OF DIRECTORS, THE DEALER MANAGER, THE DEPOSITARY OR THE INFORMATION AGENT MAKES ANY RECOMMENDATION TO ANY HOLDER OF CONVERTIBLE NOTES AS TO WHETHER TO TENDER ANY CONVERTIBLE NOTES. NONE OF THE COMPANY, ITS MANAGEMENT OR BOARD OF DIRECTORS, THE DEALER MANAGER, THE DEPOSITARY OR THE INFORMATION AGENT HAS AUTHORIZED ANY PERSON TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THE OFFER OTHER THAN THE INFORMATION AND REPRESENTATIONS CONTAINED IN THE OFFER TO PURCHASE OR IN THIS LETTER OF TRANSMITTAL. IF ANYONE MAKES ANY RECOMMENDATION OR REPRESENTATION OR GIVES ANY SUCH INFORMATION, YOU SHOULD NOT RELY UPON THAT RECOMMENDATION, REPRESENTATION OR INFORMATION AS HAVING BEEN AUTHORIZED BY THE COMPANY, THE DEALER MANAGER, THE DEPOSITARY OR THE INFORMATION AGENT.

THE COMPANY IS NOT PROVIDING FOR PROCEDURES FOR TENDERS OF CONVERTIBLE NOTES TO BE MADE BY GUARANTEED DELIVERY. ACCORDINGLY, HOLDERS MUST ALLOW SUFFICIENT TIME FOR THE NECESSARY TENDER PROCEDURES TO BE COMPLETED DURING THE NORMAL BUSINESS HOURS OF DTC ON OR PRIOR TO THE EXPIRATION DATE. IF YOU HOLD YOUR CONVERTIBLE NOTES THROUGH A BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE, YOU SHOULD CONSIDER THAT SUCH ENTITY MAY REQUIRE YOU TO TAKE ACTION WITH RESPECT TO THE OFFER A NUMBER OF DAYS BEFORE THE EXPIRATION DATE IN ORDER FOR SUCH ENTITY TO TENDER CONVERTIBLE NOTES ON YOUR BEHALF ON OR PRIOR TO THE EXPIRATION DATE. TENDERS NOT COMPLETED PRIOR TO 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE EXPIRATION DATE WILL BE DISREGARDED AND OF NO EFFECT.

METHOD OF DELIVERY


Name of Tendering Institution:


DTC Participant Number:


Account Number:


Transaction Code Number:


DESCRIPTION OF CONVERTIBLE NOTES TENDERED
Name(s) and Address(es) of Holder(s)	Principal Amount of Convertible
(Please fill in, if blank)	Notes Tendered*

	CUSIP No. 338032 AW 5*	$


	CUSIP No. 338032 AP 0*	$

* Must be tendered in denominations of $1,000 principal amount or an integral multiple thereof.

The names and addresses of the Holders should be printed exactly as they appear on a security position listing showing such participant as the owner of the Convertible Notes. No alternative, conditional or contingent tenders will be accepted.

If you do not wish to tender your Convertible Notes, you do not need to return this Letter of Transmittal or take any other action.

NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

Ladies and Gentlemen:

By execution hereof, the undersigned acknowledges receipt of this Letter of Transmittal (this “Letter of Transmittal”) and the Offer to Purchase, dated November 13, 2009 (the “Offer to Purchase” and together with this Letter of Transmittal, as amended and supplemented from time to time, the “Offer Documents”), constituting an offer (the “Offer”) by Thermo Fisher Scientific Inc., a Delaware corporation (the “Company”), on the terms and subject to the conditions set forth in the Offer Documents, to purchase any and all outstanding Convertible Notes for a cash purchase price equal to the sum of (i) the Average VWAP (as defined in the Offer to Purchase) multiplied by 42.1372 (which is the number of shares of the Company’s common stock currently issuable upon conversion of $1,000 principal amount of Convertible Notes) plus (ii) a fixed cash amount of $56.50, provided that in no event will the purchase price per $1,000 principal amount of such Convertible Notes be less than $1,474.8020. In addition, Holders will receive in respect of their Convertible Notes that are accepted for purchase accrued and unpaid interest on such Convertible Notes to, but excluding, the settlement date of the Offer. All amounts payable pursuant to the Offer will be rounded to the nearest cent.

Upon the terms and subject to the conditions of the Offer, the undersigned hereby tenders to the Company the principal amount of Convertible Notes indicated above in the box captioned “Description of Convertible Notes Tendered.”

Subject to, and effective upon, the acceptance for purchase of, and payment for, the principal amount of Convertible Notes tendered with this Letter of Transmittal, the undersigned hereby sells, assigns, transfers and delivers to, or upon the order of, the Company, all right, title and interest in and to such Convertible Notes that are being tendered hereby, waives any and all other rights with respect to such Convertible Notes, and releases and discharges the Company from any and all claims such Holder may now have, or may have in the future, arising out of, or related to, such Convertible Notes, including, without limitation, any claims arising from any existing or past defaults, or any claims that such Holder is entitled to receive additional principal, interest or other payments or distributions of any kind with respect to such Convertible Notes (other than any accrued and unpaid interest to, but excluding, the settlement date of the Offer (the “Accrued Interest”)) or to participate in any redemption, repurchase or conversion of such Convertible Notes, in each case other than pursuant to the undersigned’s rights under the express terms of the Offer.

The undersigned hereby irrevocably constitutes and appoints the Depositary as the true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the Depositary also acts as the agent of the Company) with respect to the Convertible Notes tendered hereby, with full powers of substitution and revocation (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (i) present such Convertible Notes and all evidences of transfer and authenticity to, or transfer ownership of such Convertible Notes on the account books maintained by DTC and the registrar to, or upon the order of, the Company, (ii) present such Convertible Notes for transfer of ownership on the books of the Company, and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of such Convertible Notes, all in accordance with the terms and conditions of the Offer as described in the Offer Documents.

The undersigned understands and acknowledges that the Offer will expire at 12:00 midnight, New York City time, at the end of Thursday, December 17, 2009, unless the Company extends or earlier terminates the Offer (as may be extended, the “Expiration Date”). The undersigned understands and acknowledges that, in order to receive the purchase price offered for the Convertible Notes, the undersigned must have validly tendered (and not validly withdrawn) Convertible Notes prior to 12:00 midnight, New York City time, at the end of the Expiration Date. The undersigned understands and acknowledges that the undersigned may withdraw any Convertible Notes tendered at any time prior to 12:00 midnight, New York City time, at the end of the Expiration Date and, if such Convertible Notes have not been previously accepted for purchase, following 40 business days after the commencement of the Offer.

Unless otherwise indicated herein under “Special Payment Instructions,” the undersigned hereby requests that checks for payment of the purchase price for validly tendered and accepted Convertible Notes and any

Accrued Interest to be issued in connection with the Offer be issued to the order of the undersigned. Similarly, unless otherwise indicated herein under “Special Delivery Instructions,” the undersigned hereby requests that any Convertible Notes representing principal amounts not accepted for purchase be credited to such DTC participant’s account. In the event that the “Special Payment Instructions” box or the “Special Delivery Instructions” box is, or both are, completed, the undersigned hereby requests that any Convertible Notes representing principal amounts not accepted for purchase be credited to the account of, and checks for payment of the purchase price for validly tendered and accepted Convertible Notes and any Accrued Interest be issued in the name(s) of and be delivered to, the person(s) at the addresses so indicated, as applicable.

The undersigned recognizes that the Company has no obligation pursuant to the “Special Payment Instructions” box or “Special Delivery Instructions” box to transfer any Convertible Notes from the name of the Holder(s) thereof if the Company does not accept for purchase any of the principal amount of such Convertible Notes so tendered.

Tenders of Convertible Notes may be withdrawn at any time prior to 12:00 midnight, New York City time, at the end of the Expiration Date and, if such Convertible Notes have not been previously accepted for purchase, following 40 business days after the commencement of the Offer. In the event of a termination of any of the Offer, the respective tendered Convertible Notes will promptly be credited to such Holder’s account through DTC and such Holder’s DTC participant.

For a withdrawal of a tender of Convertible Notes to be effective, a written or facsimile transmission notice of withdrawal must be received by the Depositary prior to 12:00 midnight, New York City time, at the end of the Expiration Date and, if such Convertible Notes have not been previously accepted for purchase, following 40 business days after the commencement of the Offer, by mail, fax or hand delivery at its address or facsimile number listed on the back cover of this Letter of Transmittal or by a properly transmitted “Request Message” through ATOP. Any such notice of withdrawal must (a) specify the name of the person who tendered the Convertible Notes to be withdrawn and the name of the DTC participant whose name appears on the security position listing as the owner of such Convertible Notes, if different from that of the person who deposited the Convertible Notes, (b) contain the aggregate principal amount represented by the Convertible Notes to be withdrawn and the number of the DTC account to be credited with the withdrawn Convertible Notes, (c) unless transmitted through ATOP, be signed by the Holder thereof in the same manner as the original signature on this Letter of Transmittal, including any required signature guarantee(s), and (d) if this Letter of Transmittal was executed by a person other than the DTC participant whose name appears on a security position listing as the owner of Convertible Notes, be accompanied by a properly completed irrevocable proxy that authorizes such person to effect such withdrawal on behalf of such Holder.

The undersigned understands that tenders of Convertible Notes pursuant to any of the procedures described in the Offer Documents and acceptance thereof by the Company will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Offer, which agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

The undersigned hereby represents and warrants the following:


	•	the undersigned has full power and authority to tender, sell, assign, transfer and deliver the Convertible Notes; and

	•	when the Company accepts the tendered Convertible Notes for purchase, it will acquire good and marketable title thereto, free and clear of all charges, liens, restrictions, claims, equitable interests and encumbrances, other than the undersigned’s claims under the express terms of the Offer.

The undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary or the Company to be necessary or desirable to complete the tender, sale, assignment, transfer and delivery of the Convertible Notes tendered thereby.

For purposes of the Offer, the undersigned understands that the Company will be deemed to have accepted for purchase validly tendered Convertible Notes, or defectively tendered Convertible Notes with respect to which the Company has waived all defects, if, as and when the Company gives notice thereof to the Depositary.

The undersigned understands that, except as set forth in the Offer to Purchase, the Company will not be required to accept for purchase any of the Convertible Notes tendered.

All authority conferred or agreed to be conferred by this Letter of Transmittal shall survive the death or incapacity of the undersigned and every obligation of the undersigned under this Letter of Transmittal shall be binding upon the undersigned’s heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives.

The undersigned understands that the delivery and surrender of the Convertible Notes is not effective, and the risk of loss of the Convertible Notes does not pass to the Depositary, until receipt by the Depositary of (1) timely confirmation of a book-entry transfer of such Convertible Notes into the Depositary’s account at DTC pursuant to the procedures set forth in the Offer to Purchase, (2) a properly transmitted Agent’s Message through ATOP or a properly completed, signed and dated Letter of Transmittal and (3) all accompanying evidences of authority and any other required documents in form satisfactory to the Company.

PLEASE SIGN HERE
(Please Complete and Return With the Attached Substitute Form W-9 Unless an
Agent’s Message is Delivered through the Facilities of DTC)

This Letter of Transmittal must be signed by the Holder, exactly as his, her, its or their name(s) appear(s) as a DTC participant on a security position listing showing such Holder as the owner of the Convertible Notes. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below under “Capacity” and submit evidence satisfactory to the Company of such person’s authority to so act. Certain signatures must be guaranteed by a Medallion Signature Guarantor. See Instruction 3 below.


X

X

(Signature(s) of Holder(s) or Authorized Signatory)

Date: , 2009


Name(s):


Capacity (Full Title):


Address:

(Include Zip Code)


Area Code and Telephone Number:

PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN AND
SIGNATURE GUARANTEE, IF REQUIRED (See Instruction 3 below)

Certain Signatures Must be Guaranteed by a Medallion Signature Guarantor


Authorized Signature:


Name of Signatory:

(Please Print)


Title:


Name of Medallion Signature Guarantor:


Address:

(Include Zip Code)


Area Code and Telephone Number:

Date: , 2009

SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 3, 4, 5 and 6)

To be completed ONLY if checks for payment of the purchase price for validly tendered and accepted Convertible Notes and any Accrued Interest are to be issued to someone other than the person or persons whose signature(s) appear(s) within this Letter of Transmittal or issued to an address different from that shown in the box entitled “Description of Convertible Notes Tendered” within this Letter of Transmittal.

Issue checks for payment of the purchase price for validly tendered and accepted Convertible Notes and any Accrued Interest to:


Name

(Please Print)


Address

(Including Zip Code)

(Taxpayer Identification Number or Social Security Number)
(See Substitute Form W-9 herein)

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3, 4, 5 and 6)

To be completed ONLY if Convertible Notes not accepted for purchase are to be credited to the account of someone other than the person or persons whose signature(s) appear(s) within this Letter of Transmittal.

Credit the Convertible Notes not accepted for purchase to:


Name

(Please Print)


Address

(Including Zip Code)

(Taxpayer Identification Number or Social Security Number)


DTC Account Number:

INSTRUCTIONS

Forming Part of the Terms and Conditions of the Offer

1. Delivery of this Letter of Transmittal and Book-Entry Confirmations; Withdrawal of Tenders. This Letter of Transmittal is to be used by each Holder to tender Convertible Notes through book-entry transfer to the Depositary’s account at DTC, if instructions are not being transferred through ATOP. The method of delivery of this Letter of Transmittal and all other required documents to the Depositary is at the election and risk of Holders, and delivery will be deemed made when actually received or confirmed by the Depositary. If such delivery is by mail, it is suggested that Holders use properly insured registered mail with return receipt requested, and that the mailing be made sufficiently in advance of the Expiration Date to permit delivery to the Depositary prior to 12:00 midnight, New York City time, at the end of the Expiration Date. No alternative, conditional or contingent tenders of the Convertible Notes will be accepted. This Letter of Transmittal should be sent only to the Depositary. Delivery of documents to DTC, the Dealer Manager or the Company does not constitute delivery to the Depositary.

All of the Convertible Notes were issued in book-entry form, and all of the Convertible Notes are currently represented by one or more global certificates held for the account of DTC. The Depositary and DTC have confirmed that Convertible Notes held in book-entry form through DTC that are to be tendered in the Offer are eligible for ATOP. To effectively tender Convertible Notes, DTC participants may until 5:00 p.m., New York City time, on the Expiration Date, in lieu of physically completing and signing this Letter of Transmittal and delivering it to the Depositary, electronically transmit their acceptance through ATOP, and DTC will then verify the acceptance, execute a book-entry delivery to the Depositary’s account at DTC and send an Agent’s Message to the Depositary for its acceptance. The confirmation of a book-entry transfer into the Depositary’s account at DTC as described above is referred to herein as a “Book-Entry Confirmation”. Delivery of documents to DTC does not constitute delivery to the Depositary. The term “Agent’s Message” means a message transmitted by DTC to, and received by, the Depositary and forming a part of the Book-Entry Confirmation, which states that DTC has received an express acknowledgment from the DTC participant described in such Agent’s Message, stating that such participant has received and agrees to be bound by the terms and conditions of the Offer as set forth in the Offer Documents, and that the Company may enforce such agreement against such participant.

Holders desiring to tender Convertible Notes on the Expiration Date through ATOP should note that such Holders must allow sufficient time for completion of the ATOP procedures during the normal business hours of DTC. To effectively tender Convertible Notes after 5:00 p.m., New York City time, on the Expiration Date, but before 12:00 midnight, New York City time, at the end of the Expiration Date, DTC participants may complete and sign a Voluntary Offering Instructions form and deliver it via facsimile to the Depositary at the number shown on the back cover of this Letter of Transmittal. The Voluntary Offering Instructions form is available at http://www.gbsc-usa.com/Thermo — Fisher and is filed as an exhibit to the Issuer Tender Offer Statement on Schedule TO filed by the Company with the Securities and Exchange Commission on November 13, 2009. Immediately after delivering the Voluntary Offering Instructions form, a DTC participant should telephone the Depositary at the telephone number shown on the back cover of this Letter of Transmittal to confirm receipt and determine if any further action is required.

If your Convertible Notes are held of record through a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your Convertible Notes after 5:00 p.m., New York City time, on the Expiration Date, you must make arrangements with your nominee for such nominee to fax a Voluntary Offering Instructions form to the Depositary at its number on the back cover of this Letter of Transmittal on your behalf prior to 12:00 midnight, New York City time, at the end of the Expiration Date, in accordance with the procedures described under “THE OFFER — Procedures for Tendering the Convertible Notes” in the Offer to Purchase.

All tendering Holders, by execution of this Letter of Transmittal or a Voluntary Offering Instructions form or a facsimile hereof or thereof, or transmission of an Agent’s Message through ATOP, waive any right to receive notice of the acceptance for purchase of their Convertible Notes.

Expiration Date and, if such Convertible Notes have not been previously accepted for purchase, following 40 business days after the commencement of the Offer, by mail, fax or hand delivery at its address or facsimile number listed on the back cover of this Letter of Transmittal or by a properly transmitted “Request Message” through ATOP. Any such notice of withdrawal must (a) specify the name of the person who tendered the Convertible Notes to be withdrawn and the name of the DTC participant whose name appears on the security position listing as the owner of such Convertible Notes, if different from that of the person who deposited the Convertible Notes, (b) contain the aggregate principal amount represented by the Convertible Notes to be withdrawn and the number of the DTC account to be credited with the withdrawn Convertible Notes, (c) unless transmitted through ATOP, be signed by the Holder thereof in the same manner as the original signature on this Letter of Transmittal, including any required signature guarantee(s), and (d) if this Letter of Transmittal was executed by a person other than the DTC participant whose name appears on a security position listing as the owner of Convertible Notes, be accompanied by a properly completed irrevocable proxy that authorizes such person to effect such withdrawal on behalf of such Holder.

2. Denominations of Tenders; Alternative, Conditional or Contigent Tenders. Convertible Notes may be tendered only in denominations of $1,000 principal amount or integral multiples thereof. Alternative, conditional or contingent tenders will not be considered valid.

3. Signatures on this Letter of Transmittal; Guarantee of Signatures. This Letter of Transmittal must be signed by the DTC participant whose name is shown as the owner of the Convertible Notes tendered hereby and the signature must correspond with the name shown on the security position listing as the owner of the Convertible Notes.

If any of the Convertible Notes tendered hereby are registered in the name of two or more Holders, all such Holders must sign this Letter of Transmittal. If any Convertible Notes tendered hereby are registered in different names, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal and any necessary accompanying documents as there are different names.

If this Letter of Transmittal is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to the Company and the Depositary of such person’s authority so to act must be submitted with this Letter of Transmittal.

All signatures on this Letter of Transmittal or a notice of withdrawal, as the case may be, must be guaranteed by a recognized participant in the Securities Transfer Agents Medallion Program, the NYSE Medallion Signature Program or the Stock Exchange Medallion Program (each, a “Medallion Signature Guarantor”) unless the Convertible Notes tendered or withdrawn, as the case may be, pursuant thereto are tendered (1) by the DTC participant whose name appears on a security position listing as the owner of the Convertible Notes who has not completed the box entitled Special Payment Instructions or Special Delivery Instructions on this Letter of Transmittal or (2) for the account of a member firm of a registered national securities exchange, a member of the Financial Industry Regulatory Authority, Inc. or a commercial bank, trust company or other nominee having an office or correspondent in the United States. If Convertible Notes are registered in the name of a person other than the signatory of this Letter of Transmittal or a notice of withdrawal, as the case may be, or if delivery of the purchase price is to be made or tendered, or Convertible Notes that are not accepted are to be returned, to a person other than the holder, then the signature on this Letter of Transmittal accompanying the tendered Convertible Notes must be guaranteed by a Medallion Signature Guarantor as described above.

4. Special Payment and Special Delivery Instructions. Tendering Holders should indicate in the applicable box or boxes the name, address and account to which Convertible Notes not accepted for purchase or checks for payment of the purchase price for validly tendered and accepted Convertible Notes and any Accrued Interest that are to be issued in connection with the Offer are to be credited, issued or delivered, as applicable, if different from the name, address or account of the Holder signing this Letter of Transmittal. In the case checks are issued or Convertible Notes are credited to a different name, the taxpayer identification number or social security number (collectively, the “TIN”) of the person named must also be indicated and satisfactory evidence of the payment of transfer taxes or exemption therefrom must be submitted. If no instructions are given (a) checks for payment of the purchase price and any Accrued Interest to be issued in connection with the Offer will be issued to and

(b) Convertible Notes not tendered or not accepted for purchase will be credited back to, such DTC participant’s account. The Company has no obligation pursuant to the “Special Payment Instructions” box or “Special Delivery Instructions” box to transfer any Convertible Notes from the name of the Holder(s) thereof if the Company does not accept for purchase any of such Convertible Notes or if the Holder(s) does not present satisfactory evidence of payment of any taxes that may be payable as a consequence of the payment or delivery requested by the Holder(s) completing the “Special Payment Instructions” and/or “Special Delivery Instructions” boxes.

5. TIN and Backup Withholding. U.S. federal income tax law generally requires that a tendering Holder whose tendered Convertible Notes are accepted for purchase must provide the Depositary (as payor) with such Holder’s correct TIN, which, in the case of a Holder who is an individual, is generally such Holder’s social security number, or otherwise establish an exemption from backup withholding. If the Depositary is not provided with the correct TIN or an adequate basis for an exemption, such Holder may be subject to a $50 penalty imposed by the Internal Revenue Service (the “IRS”) and backup withholding in an amount equal to 28% of the amount of any reportable payments pursuant to the Offer. If withholding results in an overpayment of taxes, a refund may be obtained, provided that the required information is timely furnished to the IRS.

To prevent backup withholding, each tendering Holder that is a U.S. person must provide such Holder’s correct TIN by completing the Substitute Form W-9 set forth herein, certifying that the TIN provided is correct (or that such Holder is awaiting a TIN) and that (a) the Holder is exempt from backup withholding, (b) the Holder has not been notified by the IRS that such Holder is subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified the Holder that such Holder is no longer subject to backup withholding. Such Holder must also certify that such Holder is a “U.S. person” as defined under the Internal Revenue Code of 1986, as amended, and applicable Treasury regulations.

If a Holder that is a U.S. person does not have a TIN, such Holder should consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (the “Guidelines”) for directions on applying for a TIN, write “Applied For” where indicated in Part I of the Substitute Form W-9 attached herein, and sign and date the Substitute Form W-9. Such Holders must also execute, under penalties of perjury, the “Certificate of Awaiting Taxpayer Identification Number” immediately following Substitute Form W-9 attached herein. If the Holder does not provide such Holder’s TIN to the Depositary by the date any reportable payments are due, the payments will be subject to backup withholding at a rate of 28%. Note: Writing “Applied For” on the form means that the Holder has already applied for a TIN or that such Holder intends to apply for one in the near future.

If the Convertible Notes are held in more than one name or are not in the name of the actual owner, consult the Guidelines for information on which TIN to report. Exempt Holders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. To prevent possible erroneous backup withholding, an exempt Holder that is a U.S. person should check the box titled “Exempt” in Part II of the Substitute Form W-9. See the Guidelines for additional directions. In order for a nonresident alien or foreign entity to qualify as exempt, such person must submit a completed applicable IRS Form W-8BEN, W-8ECI, W-8EXP or W-8IMY, as the case may be, signed under penalties of perjury attesting to such exempt status. Such form may be obtained from the Depositary or the IRS at its website: www.irs.gov.

6. Transfer Taxes. The Company will pay all transfer taxes applicable to the purchase of Convertible Notes pursuant to the Offer, except if payment of the purchase price and Accrued Interest is being made to, or if Convertible Notes not accepted for payment are registered in the name of, any person other than the holder of Convertible Notes tendered thereby or Convertible Notes are credited in the name of any person other than the person(s) signing this Letter of Transmittal or electronically transmitting acceptance through ATOP, as applicable; then, in such event, delivery and payment shall not be made unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted.

7. Irregularities. All questions as to the form of all documents and the validity (including time of receipt) and acceptance of all tenders and withdrawals of tenders of Convertible Notes will be determined by the Company. In the event of a dispute, a court of competent jurisdiction has the power to review and make binding determinations with respect to the Company’s determinations of these matters. The Company reserves the absolute right to reject any or all tenders or withdrawals of Convertible Notes that are not in proper form or the

acceptance of which would, in the Company’s opinion, be unlawful. The Company also reserves the right to waive any defects, irregularities or conditions of tender or withdrawal as to particular Convertible Notes. A waiver of any defect or irregularity with respect to the tender or withdrawal of any Convertible Note shall not constitute a waiver of the same or any other defect or irregularity with respect to the tender or withdrawal of any other Convertible Notes except to the extent the Company may otherwise so provide. The Company will interpret the terms and conditions of the Offer. In the event of a dispute, a court of competent jurisdiction has the power to review and make binding determinations with respect to the Company’s interpretation of the terms and conditions of the Offer. Tenders of Convertible Notes shall not be deemed to have been made until all defects or irregularities have been waived by the Company or cured. None of the Company, the Dealer Manager, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defect or irregularity in any tender or withdrawal of Convertible Notes, or will incur any liability to any Holder for failure to give any such notification.

8. Waiver of Conditions. The Company expressly reserves the absolute right, in its sole discretion, to amend or waive any of the conditions to the Offer in the case of any Convertible Notes tendered, in whole or in part, at any time and from time to time.

9. Requests for Assistance or Additional Copies. Questions and requests for assistance relating to the procedures for tendering Convertible Notes and requests for additional copies of the Offer to Purchase and this Letter of Transmittal may be directed to the Information Agent at the address and telephone numbers listed on the back cover of this Letter of Transmittal. Questions regarding the terms of the Offer may also be directed to the Dealer Manager at its address and telephone numbers listed on the back cover of this Letter of Transmittal.

PAYOR: GLOBAL BONDHOLDER SERVICES CORPORATION




SUBSTITUTE Form W-9 Department of the Treasury Internal Revenue Service Payer’s Request for Taxpayer Identification Number (TIN)	PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW Name Business Name Please check appropriate box o Individual/Sole Proprietor o Corporation o Partnership o Limited Liability Company. Enter the tax classification: (P=Partnership, C=Corporation, D=Disregarded Entity) o Other Address (Number, street and apt. or suite no.) City, State, Zip Code	Part I — Social Security Number OR Employer Identification Number (If awaiting TIN, write “Applied For”) Part II — For Payees exempt from backup withholding, see the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9, check the Exempt box below, and complete the Substitute Form W-9. Exempt o

Certification — Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and
(2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and
(3) I am a U.S. person (including a U.S. resident alien)
Certification Instructions — You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item (2) does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must provide your correct TIN. (Also see instructions in the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.)

SIGNATURE:		DATE:


NOTE:	IF YOU ARE A U.S. HOLDER, FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL INSTRUCTIONS.


		YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE “APPLIED FOR” IN PART I OF THE SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number within 60 days, 28% of all reportable payments made to me will be withheld until I provide a taxpayer identification number.

SIGNATURE: DATE:

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number to Give the Payer. The taxpayer identification number for an individual is the individual’s Social Security number. Social Security numbers have nine digits separated by two hyphens: e.g., 000-00-0000. The taxpayer identification number for an entity is the entity’s Employer Identification number. Employer Identification numbers have nine digits separated by only one hyphen: e.g., 00-0000000. The table below will help determine the number to give the payer.


		Give the SOCIAL
		SECURITY number
For this type of account:		of —
1.	An individual’s account	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
4.	a. The usual revocable savings trust account (grantor is also trustee)	The grantor-trustee(1)
	b. So-called trust account that is not a legal or valid trust under State law	The actual owner(1)
5.	Sole proprietorship account or disregarded entity owned by an individual	The owner(3)


		Give the EMPLOYER
		IDENTIFICATION number
For this type of account:		of —
6.	Disregarded entity not owned by an individual	The owner
7.	A valid trust, estate or pension trust	The legal entity (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)(4)
8.	Corporate account or LLC electing corporate status on Form 8832	The corporation
9.	Association, club, religious, charitable, educational or other tax-exempt organization	The organization
10.	Partnership or multiple-member LLC	The partnership
11.	A broker or registered nominee	The broker or nominee
12.	Account with the Department of Agriculture in the name of a public entity (such as a State or local government, school district or prison) that receives agriculture program payments	The public entity


(1)		List first and circle the name of the person whose number you furnish. If only one person on a joint account has a Social Security number, that person’s number must be furnished.

(2)		Circle the minor’s name and furnish the minor’s Social Security number.

(3)		You must show the name of the individual. The name of the business or the “doing business as” name may also be entered. Either the Social Security number or the Employer Identification number may be used.

(4)		List first and circle the name of the legal trust, estate or pension trust.


NOTE:	IF NO NAME IS CIRCLED WHEN THERE IS MORE THAN ONE NAME, THE NUMBER WILL BE CONSIDERED TO BE THAT OF THE FIRST NAME LISTED.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Section references are to the Internal Revenue Code.

Obtaining a Number

If you do not have a taxpayer identification number or you do not know your number, obtain Form SS-5, Application for a Social Security Card, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service (the “IRS”) and apply for a number.

To complete the Substitute Form W-9, if you do not have a taxpayer identification number, write “Applied For” in the space for the taxpayer identification number in Part I, sign and date the Form, and give it to the requester. If the requester does not receive your taxpayer identification number within 60 days, backup withholding, if applicable, will begin and will continue until you furnish your taxpayer identification number to the requester.

Payees Exempt from Backup Withholding

For certain payees, exemptions from backup withholding apply and no information reporting is required. For interest and dividends, all payees listed below are exempt except item (9). For broker transactions, payees listed in (1) through (13) and a person registered under the Investment Advisers Act of 1940 who regularly acts as a broker are exempt. Payments subject to reporting under sections 6041 and 6041A are generally exempt from backup withholding only if made to payees described in items (1) through (7); however, payments to a corporation that are reportable on Form 1099-MISC and that are medical and healthcare payments, attorneys’ fees (including gross proceeds paid to an attorney under section 6045(f), even if the attorney is a corporation), or payments for services paid by a federal executive agency are not exempt from backup withholding or information reporting. Only payees described in items (2) through (6) are exempt from backup withholding for barter exchange transactions, and patronage dividends.


(1)	A corporation.

(2)	An organization exempt from tax under section 501(a), or an individual retirement account (“IRA”), or a custodial account under section 403(b)(7), if the account satisfies the requirements of section 401(f)(2).

(3)	The United States or any of its agencies or instrumentalities.

(4)	A State, the District of Columbia, a possession of the United States, or any of its political subdivisions or instrumentalities.

(5)	A foreign government or any of its political subdivisions, agencies or instrumentalities.

(6)	An international organization or any of its agencies or instrumentalities.

(7)	A foreign central bank of issue.

(8)	A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.

(9)	A futures commission merchant registered with the Commodity Futures Trading Commission.


(10)	A real estate investment trust.

(11)	An entity registered at all times during the year under the Investment Company Act of 1940.

(12)	A common trust fund operated by a bank under section 584(a).

(13)	A financial institution.

(14)	A middleman known in the investment community as a nominee or custodian.

(15)	A trust exempt from tax under section 664 or described in section 4947.

Payments of dividends and patronage dividends generally not subject to backup withholding including the following:


•	Payments to nonresident aliens subject to withholding under section 1441.


•	Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident alien partner.

•	Payments of patronage dividends not paid in money.

•	Payments made by certain foreign organizations.

Payments of interest generally not subject to backup withholding include the following:


•	Payments of interest on obligations issued by individuals.

Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer’s trade or business and you have not provided your correct taxpayer identification number to the payer.


•	Payments described in section 6049(b)(5) to nonresident aliens.

•	Payments on tax-free covenant bonds under section 1451.

•	Payments made by certain foreign organizations.

•	Mortgage or student loan interest paid to you.

Payments that are not subject to information reporting are also not subject to backup withholding. For details see sections 6041, 6041A(a), 6042, 6044, 6045, 6049, 6050A and 6050N, and the regulations under those sections.

Exempt payees described above should file the Substitute Form W-9 to avoid possible erroneous backup withholding. ENTER YOUR TAXPAYER IDENTIFICATION NUMBER, CHECK THE “EXEMPT” BOX IN PART II OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.

Privacy Act Notice

Section 6109 requires you to give your correct taxpayer identification number to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA, Archer MSA or HSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, the District of Columbia and U.S. possessions to carry out their tax laws. The IRS may also disclose this information to other countries under a tax treaty, or to federal and state agencies to enforce federal non-tax criminal laws and to combat terrorism. You must provide your taxpayer identification number whether or not you are required to file a tax return. Payers must generally withhold (currently at a rate of 28%) on taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

Penalties


*(1)*	*Penalty for Failure to Furnish Taxpayer Identification Number.* If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

*(2)*	*Civil Penalty for False Information with respect to Withholding.* If you make a false statement with no reasonable basis which results in no backup withholding, you are subject to a $500 penalty.

*(3)*	*Criminal Penalty for Falsifying Information.* Falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE

The Depositary for the Offer is

Global Bondholder Services Corporation


By Hand, Overnight Delivery or Mail		By Facsimile Transmission
(Registered or Certified Mail Recommended):		(for Eligible Institutions only):

Global Bondholder Services Corporation		Global Bondholder Services Corporation
65 Broadway, Suite 723		(212) 430-3775
New York, New York 10006		Attention: Corporate Actions
Attention: Corporate Actions

		Confirm by Telephone: (212) 430-3774

Any questions or requests for assistance may be directed to the Dealer Manager or the Information Agent at their respective telephone numbers as set forth below. Any requests for additional copies of the Offer to Purchase, this Letter of Transmittal or related documents may be directed to the Information Agent. A holder may also contact such holder’s broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

Global Bondholder Services Corporation
65 Broadway — Suite 723
New York, New York 10006
Banks and Brokers, Call Collect:
(212) 430-3774
All Others Call Toll-Free:
(866) 540-1500

The Dealer Manager for the Offer is:

Goldman, Sachs & Co.
Attn: Liability Management Group
One New York Plaza, 48th Floor
New York, New York 10004
Toll Free: (800) 828-3182
Collect: (212) 902-5183

EX-99.(A)(1)(III) 4 b77977exv99wxayx1yxiiiy.htm EX-(A)(1)(III) FORM OF NOTICE OF VOLUNTARY OFFERING INSTRUCTIONS exv99wxayx1yxiiiy

Exhibit (a)(1)(iii)

NOTICE OF VOLUNTARY OFFERING INSTRUCTIONS (VOI)

THERMO FISHER SCIENTIFIC INC.

OFFER TO PURCHASE FOR CASH

ANY AND ALL OF ITS OUTSTANDING 2.50% CONVERTIBLE SENIOR NOTES DUE 2023
(CUSIP Nos. 338032 AW 5 and 338032 AP 0)
(the “Convertible Notes”)

Pursuant to the Offer to Purchase, dated November 13, 2009

The undersigned acknowledges receipt of the Offer to Purchase, dated November 13, 2009 (the “Offer to Purchase”), and the related Letter of Transmittal (the “Letter of Transmittal” and together with the Offer to Purchase, as amended and supplemented from time to time, the “Offer Documents”), constituting an offer (the “Offer”) by Thermo Fisher Scientific Inc., a Delaware corporation (the “Company”), on the terms and subject to the conditions set forth in the Offer Documents, to purchase any and all outstanding Convertible Notes for a cash purchase price equal to the sum of (i) the Average VWAP (as defined in the Offer to Purchase) multiplied by 42.1372 (which is the number of shares of the Company’s common stock currently issuable upon conversion of $1,000 principal amount of Convertible Notes) plus (ii) a fixed cash amount of $56.50, provided that in no event will the purchase price per $1,000 principal amount of such Convertible Notes be less than $1,474.8020. In addition, holders will receive in respect of their Convertible Notes that are accepted for purchase accrued and unpaid interest on such Convertible Notes to, but excluding, the settlement date of the Offer. All amounts payable pursuant to the Offer will be rounded to the nearest cent. For further information regarding the calculation of the purchase price and for calculations of illustrative purchase prices, see “THE OFFER — Principal Amount of Convertible Notes; Price” in the Offer to Purchase.

Questions and requests for assistance relating to the procedures for tendering Convertible Notes and requests for additional copies of the Offer to Purchase and the Letter of Transmittal may be directed to Global Bondholder Services Corporation, as the information agent for the Offer (the “Information Agent”) at its address and telephone numbers listed on the back cover of the Offer to Purchase. Questions regarding the Offer may also be directed to Goldman, Sachs & Co., as the dealer manager for the Offer (the “Dealer Manager”) at its address and telephone numbers listed on the back cover of the Offer to Purchase.

The undersigned hereby tenders pursuant to the Offer, on the terms and subject to the conditions of the Offer Documents, the Convertible Notes identified in the table below. The undersigned hereby agrees to be bound by the terms and conditions of the Offer as set forth in the Offer Documents and agrees that the Company may enforce such agreement against the undersigned. The undersigned hereby certifies that such Convertible Notes are credited to its DTC Free Account and authorizes DTC to deduct such Convertible Notes from that account and credit such Convertible Notes to the account for the Offer established by the Depositary in accordance with DTC Rules, Voluntary Offerings Procedures and other applicable procedures.


Convertible Notes Tendered			Principal Amount of Convertible Notes Tendered
CUSIP No. 338032 AW 5
CUSIP No. 338032 AP 0

This form should be used only for tenders after 5:00 p.m., New York City time, on the Expiration Date. Otherwise, tenders should be made through DTC’s system or otherwise as described in the Offer to Purchase.

A DTC participant tendering via VOI should fill out and sign this form and then fax it to the Depositary, at its fax number listed on the back cover of the Offer to Purchase. Immediately after faxing this VOI, the DTC participant should telephone the Depositary at its telephone number listed on the back cover of the Offer to Purchase to confirm receipt and discuss any other steps it may need to take.

This VOI must be signed below by the applicable DTC participant as its name appears on a security position listing showing such DTC Participant as the owner of the Convertible Notes being tendered. If signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, please set forth the full title of such persons.


Name of DTC Participant:


DTC Participant Number:


Signature:


Capacity:


Name of Contact Person:


Area Code and Telephone Number Of Contact Person:


Date:

All questions as to the form of all documents and the validity (including time of receipt) and acceptance of all tenders and withdrawals of tenders of Convertible Notes will be determined by the Company. In the event of a dispute, a court of competent jurisdiction has the power to review and make binding determinations with respect to the Company’s determinations of these matters. The Company reserves the absolute right to reject any or all tenders or withdrawals of Convertible Notes that are not in proper form or the acceptance of which would, in the Company’s opinion, be unlawful. The Company also reserves the right to waive any defects, irregularities or conditions of tender or withdrawal as to particular Convertible Notes. A waiver of any defect or irregularity with respect to the tender or withdrawal of any Convertible Note shall not constitute a waiver of the same or any other defect or irregularity with respect to the tender or withdrawal of any other Convertible Notes except to the extent the Company may otherwise so provide. The Company will interpret the terms and conditions of the Offer. In the event of a dispute, a court of competent jurisdiction has the power to review and make binding determinations with respect to the Company’s interpretation of the terms and conditions of the Offer. Tenders of Convertible Notes shall not be deemed to have been made until all defects or irregularities have been waived by the Company or cured. None of the Company, the Dealer Manager, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defect or irregularity in any tender or withdrawal of Convertible Notes, or will incur any liability to any holder for failure to give any such notification.

All tendering holders, by execution of a Letter of Transmittal or this Voluntary Offering Instructions form or a facsimile thereof or hereof, or delivery of an Agent’s Message through ATOP, waive any right to receive notice of the acceptance for purchase of their Convertible Notes.

NONE OF THE COMPANY, ITS MANAGEMENT OR BOARD OF DIRECTORS, THE DEALER MANAGER, THE DEPOSITARY OR THE INFORMATION AGENT MAKES ANY RECOMMENDATION TO ANY HOLDER OF CONVERTIBLE NOTES AS TO WHETHER TO TENDER ANY CONVERTIBLE NOTES. NONE OF THE COMPANY, ITS MANAGEMENT OR BOARD OF DIRECTORS, THE DEALER MANAGER, THE DEPOSITARY OR THE INFORMATION AGENT HAS AUTHORIZED ANY PERSON TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THE OFFER OTHER THAN THE INFORMATION AND REPRESENTATIONS CONTAINED IN THE OFFER TO PURCHASE OR IN THE LETTER OF TRANSMITTAL. IF ANYONE MAKES ANY RECOMMENDATION OR REPRESENTATION OR GIVES ANY SUCH INFORMATION, YOU SHOULD NOT RELY UPON THAT RECOMMENDATION, REPRESENTATION OR INFORMATION AS HAVING BEEN AUTHORIZED BY THE COMPANY, THE DEALER MANAGER, THE DEPOSITARY OR THE INFORMATION AGENT.

EX-99.(A)(1)(IV) 5 b77977exv99wxayx1yxivy.htm EX-(A)(1)(IV) FORM OF NOTICE OF WITHDRAWAL exv99wxayx1yxivy

Exhibit (a)(1)(iv)

NOTICE OF WITHDRAWAL

THERMO FISHER SCIENTIFIC INC.

OFFER TO PURCHASE FOR CASH

ANY AND ALL OF ITS OUTSTANDING 2.50% CONVERTIBLE SENIOR NOTES DUE 2023

(CUSIP Nos. 338032 AW 5 and 338032 AP 0)

(the “Convertible Notes”)

Pursuant to the Offer to Purchase, dated November 13, 2009

All withdrawals of the Company’s Convertible Notes previously tendered in the Offer must comply with the procedures described under “THE OFFER — Withdrawal Rights” in the Offer to Purchase.

The undersigned has identified in the table below the Convertible Notes that are being withdrawn from the Offer.


DESCRIPTION OF CONVERTIBLE NOTES TO BE WITHDRAWN
	Principal Amount of Convertible	Date(s) such Convertible Notes
	Notes to be Withdrawn	Were Tendered
CUSIP No. 338032 AW 5

CUSIP No. 338032 AP 0

This form should only be used for withdrawals of Convertible Notes delivered through DTC if the undersigned needs to withdraw Convertible Notes on the Expiration Date and withdrawal through DTC is no longer available. Otherwise, the DTC form of withdrawal should be used for such Convertible Notes.

A DTC participant withdrawing Convertible Notes should fill out and sign this form and then fax it to the Depositary, at its fax number listed on the back cover of the Offer to Purchase. Immediately after faxing this form, the DTC participant should telephone the Depositary at its telephone number listed on the back cover of the Offer to Purchase to confirm receipt and discuss any other steps it may need to take.

This form must be signed below by the applicable DTC participant as its name appears on a security position listing showing such DTC Participant as the owner of the Convertible Notes being tendered. If signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, please set forth the full title of such persons.


Name of DTC Participant:


Account Number(s):


Signature(s):


Capacity (Full Title):


Address (including Zip Code):


Area Code and Telephone Number:


Tax Identification or Social Security No.:


DTC Participant Number:


Transaction Code Number:

Date: , 2009

NONE OF THE COMPANY, ITS MANAGEMENT OR BOARD OF DIRECTORS, THE DEALER MANAGER, THE DEPOSITARY OR THE INFORMATION AGENT MAKES ANY RECOMMENDATION TO ANY HOLDER OF CONVERTIBLE NOTES AS TO WHETHER TO TENDER ANY CONVERTIBLE NOTES. NONE OF THE COMPANY, ITS MANAGEMENT OR BOARD OF DIRECTORS, THE DEALER MANAGER, THE DEPOSITARY OR THE INFORMATION AGENT HAS AUTHORIZED ANY PERSON TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THE OFFER OTHER THAN THE INFORMATION AND REPRESENTATIONS CONTAINED IN THE OFFER TO PURCHASE OR IN THE LETTER OF TRANSMITTAL. IF ANYONE MAKES ANY RECOMMENDATION OR REPRESENTATION OR GIVES ANY SUCH INFORMATION, YOU SHOULD NOT RELY UPON THAT RECOMMENDATION, REPRESENTATION OR INFORMATION AS HAVING BEEN AUTHORIZED BY THE COMPANY, THE DEALER MANAGER, THE DEPOSITARY OR THE INFORMATION AGENT.

EX-99.(A)(5)(I) 6 b77977exv99wxayx5yxiy.htm EX-(A)(5)(I) PRESS RELEASE, DATED NOVEMBER 13, 2009 exv99wxayx5yxiy

Exhibit (a)(5)(i)

News


FOR IMMEDIATE RELEASE Media Contact Information: Karen Kirkwood Phone: 781-622-1306 E-mail: karen.kirkwood@thermofisher.com Website: www.thermofisher.com		Investor Contact Information: Ken Apicerno Phone: 781-622-1294 E-mail: ken.apicerno@thermofisher.com

Thermo Fisher Scientific Announces Commencement of Cash Tender Offer for Convertible
Notes and Redemption of Senior Notes

WALTHAM, Mass. (November 13, 2009) — Thermo Fisher Scientific Inc. (NYSE: TMO), the world leader in serving science, announced today that it has commenced a tender offer to purchase for cash any and all of its outstanding 2.50% Convertible Senior Notes due 2023. The company also announced today that it has called for redemption all of its outstanding 6³/4% Senior Subordinated Notes due 2014.

Tender Offer for Convertible Notes

The tender offer (the “Offer”) is being made upon the terms and subject to the conditions set forth in the company’s Offer to Purchase, dated November 13, 2009, and the related Letter of Transmittal. The Offer will expire at 12:00 midnight, New York City time, at the end of Thursday, December 17, 2009, unless it is extended or earlier terminated by the company (as may be extended by the company, the “Expiration Date”). As of November 12, 2009, there were Convertible Senior Notes (“Convertible Notes”) outstanding in an aggregate principal amount of $295,360,000.

Upon the terms and subject to the conditions of the Offer, holders of Convertible Notes who validly tender and do not validly withdraw their Convertible Notes prior to 12:00 midnight, New York City time, at the end of the Expiration Date, will receive, for each $1,000 principal amount of such Convertible Notes, a cash purchase price equal to (i) the Average VWAP (as defined below) multiplied by 42.1372 (which is the number of shares of the company’s common stock currently issuable upon conversion of $1,000 principal amount of Convertible Notes) plus (ii) a fixed cash amount of $56.50, provided that in no event will the purchase price per $1,000 principal amount of such Convertible Notes be less than $1,474.8020. In addition, holders will receive, in respect of their Convertible Notes that are accepted for purchase, accrued and unpaid interest on such Convertible Notes to, but excluding, the settlement date of the Offer. All amounts payable pursuant to the Offer will be rounded to the nearest cent.

“Average VWAP” is the arithmetic average of the “Daily VWAP” on each trading day during the period of 21 consecutive trading days ending on the Expiration Date. The Daily VWAP for any trading day means the per share volume-weighted average price of the company’s common stock on the New York Stock Exchange, as displayed under the heading “Bloomberg VWAP” on Bloomberg page TMO.N <Equity> AQR (or its equivalent successor if such page is not available), in respect of the period from scheduled open of trading until the scheduled close of trading of the primary trading session of the New York Stock Exchange on such trading day. If such volume-weighted average price is unavailable for any trading day, the Daily VWAP for such trading day

will be the market value of one share of the company’s common stock on such trading day determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained for this purpose by the company. The Daily VWAP will be determined without regard to after hours trading or any other trading outside of the regular trading session trading hours.

The company will determine the final purchase price promptly after the close of trading on the New York Stock Exchange on the Expiration Date and announce the final purchase price no later than 4:30 p.m., New York City time, on the Expiration Date. The final purchase price will also be available by that time at http://www.gbsc-usa.com/Thermo_Fisher and from the information agent for the Offer. Prior to the determination of the final purchase price, an indicative purchase price will be available at that same Web address and from the information agent for the Offer.

The terms and conditions of the Offer appear in the Offer to Purchase and the Letter of Transmittal, both of which will be distributed to all holders of the Convertible Notes. The Offer is not subject to any minimum tender or financing condition. However, the Offer is subject to certain other conditions, as more fully described in the Offer to Purchase. The company expressly reserves the right to waive these conditions in whole or in part at any or at various times in its sole discretion.

Goldman, Sachs & Co. is acting as the dealer manager for the Offer. Global Bondholder Services Corporation is acting as the depositary for the Offer and as the information agent for the Offer. Questions regarding the Offer may be directed to Goldman, Sachs & Co. by phone at (800) 828-3182 (toll free) or (212) 902-5183 (collect). Requests for copies of the Offer to Purchase and the Letter of Transmittal may be directed to Global Bondholder Services Corporation by phone at (866) 540-1500 (toll free) or (212) 430-3774 (collect) or in writing at 65 Broadway, Suite 723, New York, New York 10006.

None of the company, its management or board of directors, the dealer manager, the depositary or the information agent makes any recommendation to any holder of Convertible Notes as to whether to tender any Convertible Notes. None of the company, its management or board of directors, the dealer manager, the depositary or the information agent has authorized any person to give any information or to make any representation in connection with the Offer other than the information and representations contained in the Offer to Purchase or in the Letter of Transmittal. If anyone makes any recommendation or representation or gives any such information, you should not rely upon that recommendation, representation or information as having been authorized by the company, the dealer manager, the depositary or the information agent.

Redemption of Senior Subordinated Notes

The company also announced today that it has called for redemption all of its outstanding Senior Subordinated Notes. As of November 12, 2009, there were Senior Subordinated Notes outstanding in an aggregate principal amount of $300,000,000. In accordance with the terms of the indenture governing the Senior Subordinated Notes, they will be redeemed on December 17, 2009 (the “Redemption Date”) at a price of 103.375% of the principal amount, plus accrued and unpaid interest to, but excluding, the Redemption Date.

Rule 13e-4(c) Legend

This press release shall not constitute an offer to purchase, a solicitation of an offer to purchase, or a solicitation of an offer to sell securities. The Offer may be made only pursuant to the terms

and conditions of the Offer to Purchase, the Letter of Transmittal and the other related Offer materials. An issuer tender offer statement on Schedule TO, including the Offer to Purchase and the Letter of Transmittal, describing the Offer will be filed with the Securities and Exchange Commission. Holders of the Convertible Notes are encouraged to read the Schedule TO and its exhibits carefully before making any decision with respect to the Offer because it contains important information. The Schedule TO, the Offer to Purchase, the Letter of Transmittal and other related Offer materials will be available free of charge at the Website of the Securities and Exchange Commission at www.sec.gov. In addition, the company will provide copies of the Schedule TO and related Offer materials upon request free of charge to holders of the Convertible Notes.

About Thermo Fisher Scientific

Thermo Fisher Scientific Inc. (NYSE: TMO) is the world leader in serving science, enabling our customers to make the world healthier, cleaner and safer. With 2008 revenues of $10.5 billion, we have approximately 34,000 employees and serve over 350,000 customers within pharmaceutical and biotech companies, hospitals and clinical diagnostic labs, universities, research institutions and government agencies, as well as environmental and industrial process control settings. Serving customers through two premier brands, Thermo Scientific and Fisher Scientific, we help solve analytical challenges from routine testing to complex research and discovery. Thermo Scientific offers customers a complete range of high-end analytical instruments as well as laboratory equipment, software, services, consumables and reagents to enable integrated laboratory workflow solutions. Fisher Scientific provides a complete portfolio of laboratory equipment, chemicals, supplies and services used in healthcare, scientific research, safety and education. Together, we offer the most convenient purchasing options to customers and continuously advance our technologies to accelerate the pace of scientific discovery, enhance value for customers and fuel growth for shareholders and employees alike.

This press release contains forward-looking statements that involve a number of risks and uncertainties. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are set forth in the company’s Quarterly Report on Form 10-Q for the period ended September 26, 2009, under the caption “Risk Factors,” which is on file with the Securities and Exchange Commission and available in the “Investors” section of our Website under the heading “SEC Filings.” Important factors that could cause actual results to differ materially from those indicated by forward-looking statements include risks and uncertainties relating to: competition and its effect on pricing, spending, third-party relationships and revenues; the need to develop new products and adapt to significant technological change; implementation of strategies for improving internal growth; general worldwide 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; the effect of laws and regulations governing government contracts; the effect of competing with certain of our customers and suppliers; and the effect of rapid changes in the healthcare industry. 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 our estimates change and, therefore, you should not rely on these forward-looking statements as representing our views as of any date subsequent to today.

###

EX-99.(D)(4) 7 b77977exv99wxdyx4y.htm EX-(D)(4) FIRST SUPPLEMENTAL INDENTURE, DATED AS OF MAY 9, 2005 exv99wxdyx4y

Exhibit (d)(4)

SUPPLEMENTAL INDENTURE

SUPPLEMENTAL INDENTURE, dated as of May 9, 2005 (this “Supplemental Indenture”), by and between Fisher Scientific International Inc., a Delaware corporation (the “Company”), having its principal office at Liberty Lane, Hampton, New Hampshire 03842 and J.P. Morgan Trust Company, National Association, a national banking association organized and existing under the laws of the United States, as Trustee (the “Trustee”) to the Indenture (as defined below), having its principal corporate trust office at Four New York Plaza, 15^th Floor, New York, New York 10004.

W I T N E S S E T H:

WHEREAS, the Company and the Trustee have heretofore executed and delivered an Indenture, dated as of July 7, 2003 (the “Indenture”), pursuant to which the Company issued $300 million aggregate principal amount of 2.50% Convertible Senior Notes due 2023 (the “Notes”);

WHEREAS, Section 13.1 of the Indenture provides that the Company may amend the Indenture without the consent of Holders in any manner necessary or desirable and that will not adversely affect the rights of any Holder of the Notes;

WHEREAS, Sections 9.2 and 9.16 of the Indenture permit the Company, at its option, to settle conversions of the Notes in Common Stock, in cash or in a combination of cash and Common Stock; and

WHEREAS, pursuant to the terms of the Indenture, the Company seeks to amend the Indenture to limit the Company’s right to settle any conversion of the Notes through delivery of shares of Common Stock and has requested the Trustee’s participation in such amendment.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Trustee mutually covenant and agree, for the equal and ratable benefit of the Holders of the Notes, as follows:

ARTICLE I — AMENDMENTS

Section 1.1 Amendment to Section 9.2. Section 9.2 of the Indenture is hereby replaced in its entirety with the following:

“Section 9.2. Conversion Procedures. To convert Notes, a Holder must satisfy the requirements in this Section 9.2 and in paragraph 8 of the Notes. The date on which the Holder satisfies all those requirements and delivers an irrevocable conversion notice, together, if the Notes are in certificated form, with the certificated Note, to the Conversion Agent along with appropriate endorsements and transfer documents, if required, and pay any transfer or similar tax, if required, is the conversion date (the

“Conversion Date”). As soon as practicable, but in no event later than the fifth Business Day following the Conversion Date, the Company shall deliver to the Holder, through the Conversion Agent, cash or a combination of cash and shares of Common Stock as set forth in Section 9.16 and cash in lieu of any fractional share determined by Section 9.3. The Person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of Notes on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Notes shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of Notes, such Person shall no longer be a Holder of such Notes.

No payment or adjustment shall be made for dividends on or other distributions with respect to any Common Stock except as provided in Section 9.6 or as otherwise provided in this Indenture.

On conversion of Notes, that portion of accrued interest, if any, with respect to the converted Notes shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of cash or a combination of cash and Common Stock in exchange for the Notes being converted pursuant to the provisions hereof, and the cash shall be treated as issued, to the extent thereof, first in exchange for the principal amount of the Notes being converted pursuant to the provisions hereof and the balance, if any, of such cash or the Fair Market Value of such shares of Common Stock shall be treated as issued in exchange for interest accrued and unpaid through the Conversion Date. Notwithstanding conversion of any Notes, the Holders of the Notes and any Common Stock issuable upon conversion thereof will continue to be entitled to receive Liquidated Damages in accordance with the Registration Rights Agreement.

If a Holder converts more than one Note at the same time, the cash or the combination of cash and shares of Common Stock issuable upon the conversion shall be based on the total principal amount of the Notes converted.

Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in principal amount to the unconverted portion of the Note surrendered.

If the last day on which Notes may be converted is not a Business Day in a place where a Conversion Agent is located, the Notes may be surrendered to that Conversion Agent on the next succeeding Business Day.

Holders that have already delivered a Change in Control Purchase Notice with respect to a Note, may not surrender such Note for conversion until the Change in Control Purchase Notice has been withdrawn in accordance with the procedures set forth in Section 8.2.”

Section 1.2 Amendment of Section 9.16. Section 9.16 of the Indenture is hereby replaced in its entirety with the following:

“Section 9.16. Payment of Cash in Lieu of Common Stock. If a Holder elects to convert all or any portion of a Note as set forth in Section 9.1 and delivers an irrevocable conversion notice, together, if the Notes are in certificated form, with the certificated Note as set forth in Section 9.2, on or prior to the day that is 20 days prior to the maturity of the Notes (the “Final Notice Date”), the Company may choose to satisfy all or any portion of its conversion obligation (the “Conversion Obligation”) in cash or a combination of cash and Common Stock. Upon such election, the Company will notify such Holder through the Trustee of the dollar amount to be satisfied in cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount) at any time on or before the date that is two Business Days following receipt of written notice of conversion as specified in Section 9.2 (such period, the “Cash Settlement Notice Period”). A Holder may retract the conversion notice at any time during the two Business Day period beginning on the day after the final day of the Cash Settlement Notice Period (a “Conversion Retraction Period”). If the conversion notice has not been retracted, then settlement (in cash and/or Common Stock) will occur on the Business Day following the final day of the ten Trading Day period beginning on the day after the final day of the Conversion Retraction Period (the “Cash Settlement Averaging Period”). Settlement amounts will be computed as follows:

(a) if the Company elects to satisfy the entire Conversion Obligation in cash, the Company will deliver to such Holder cash in an amount equal to the product of: (1) a number equal to (x) the aggregate original principal amount of Notes to be converted divided by 1,000, multiplied by (y) the Conversion Rate, and (2) the average of the Last Reported Sale Prices of the Common Stock during the Cash Settlement Averaging Period; and

(b) if the Company elects to satisfy a fixed portion (other than 100%) of the Conversion Obligation in cash, the Company will deliver to such Holder such cash amount (“Partial Cash Amount”) and a number of shares of Common Stock equal to the greater of (1) zero and (2) the excess, if any, of (A) the number of shares of Common Stock equal to (i) the aggregate principal amount of Notes to be converted, divided by $1,000, multiplied by (ii) the Conversion Rate over (B) the number of shares equal to the sum, for each day of the Cash Settlement Averaging Period, of (x) 10% of the Partial Cash Amount, divided by (y) the closing price of the Common Stock on such day. In no event shall the Partial Cash Amount be less than the aggregate principal amount of the Notes to be converted.

If a Holder elects to convert all or any portion of a Note as set forth in Section 9.2 after the Final Notice Date and the Company chooses to satisfy all or any

portion of the Conversion Obligation in cash, the Company will notify such Holder through the Trustee of the dollar amount to be satisfied in cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount) at any time on or before the Final Notice Date. Settlement amounts will be computed and settlement dates will be determined in the same manner as set forth in the immediately preceding paragraph, except that the Cash Settlement Averaging Period shall be the ten Trading Day period beginning on the date after receipt of the Holder’s conversion notice (or in the event the Company receives such Holder’s conversion notice on the Business Day prior to the maturity date of the Note, the ten Trading Day period beginning on the day after such maturity date). Settlement (in cash and/or shares of Common Stock) will occur on the Business Day following the final day of such Cash Settlement Averaging Period.”

Section 1.3 Notes Deemed Conformed. As of the date hereof, the provisions of the Notes shall be deemed to be conformed, without the necessity for any reissuance or exchange of such Note or any other action on the part of the Holders of Notes, the Company or the Trustee, so as to reflect this Supplemental Indenture.

ARTICLE II — MISCELLANEOUS

Section 2.1 Effect of Supplemental Indenture. Upon execution of this Supplemental Indenture by the Company and the Trustee, the Indenture and the Notes shall be supplemented in accordance herewith, and this Supplemental Indenture shall form a part of the Indenture and the Notes for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound thereby.

Section 2.2 Indenture Remains in Full Force and Effect. Except as supplemented by this Supplemental Indenture, all provisions in the Indenture and the Notes shall remain in full force and effect.

Section 2.3 References to Supplemental Indenture. Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this Supplemental Indenture may refer to the Indenture without making specific reference to this Supplemental Indenture, but nevertheless all such references shall include this Supplemental Indenture unless the context requires otherwise.

Section 2.4 Conflict with Trust Indenture Act. If any provision of this Supplemental Indenture limits, qualifies or conflicts with any provision of the TIA that is required under the TIA to be part of and govern any provision of this Supplemental Indenture, the provision of the TIA shall control. If any provision of this Supplemental Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the provision of the TIA shall be deemed to apply to the Indenture as so modified or to be excluded by this Supplemental Indenture, as the case may be.

Section 2.5 Severability. If any court of competent jurisdiction shall determine that any provision in this Supplemental Indenture shall be invalid, illegal or

unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 2.6 Terms Defined in the Indenture. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Indenture.

Section 2.7 Headings. The Article and Section headings of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

Section 2.8 Benefits of Supplemental Indenture. Nothing in this Supplemental Indenture or the Notes, express or implied, shall give to any Person, other than the parties hereto and thereto and their successors hereunder and thereunder and the Holders of the Notes any benefit of any legal or equitable right, remedy or claim under the Indenture, this Supplemental Indenture or the Notes.

Section 2.9 Successors. All agreements of the Company in this Supplemental Indenture shall bind their respective successors. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

Section 2.10 Trustee Not Responsible for Recitals. The recitals contained herein shall be taken as the statements of the Company and the Trustee assumes no responsibility for their correctness.

Section 2.11 Certain Duties and Responsibilities of the Trustee. In entering into this Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture and the Notes relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided, including, specifically, the provisions related to indemnity provided in Section 11.7 of the Indenture.

Section 2.12 Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

Section 2.13 Counterpart Originals. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

Section 2.14 Effectiveness. This Supplemental Indenture shall become effective upon execution by the Company and the Trustee.

Section 2.15 Confirmation. Each of the Company and the Trustee hereby confirms and reaffirms the Indenture in every particular except as amended and supplemented by this Supplemental Indenture.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.


FISHER SCIENTIFIC INTERNATIONAL INC.
By:	/s/ Kevin P. Clark
	Name:	Kevin P. Clark
	Title:	Vice President, Chief Financial Officer


J. P. Morgan Trust Company, National Association,
as Trustee

By:	/s/ Francine Springer

	Name:	Francine Springer
	Title:	Vice President

EX-99.(D)(5) 8 b77977exv99wxdyx5y.htm EX-(D)(5) LETTER AGREEMENT, DATED AS OF MAY 9, 2005 exv99wxdyx5y

Exhibit (d)(5)

May 9, 2005

J.P. Morgan Trust Company, National Association
Four New York Plaza, 15th Fl
New York, New York 10004
Attn: Francine Springer
By Facsimile: 212-623-6205


		Re:		2.50% Convertible Senior Notes
				due 2023 of Fisher Scientific International Inc.

Ladies and Gentlemen:

Pursuant to Section 14.2 of the Indenture, dated as of July 7, 2003 (the “Indenture”), by and between Fisher Scientific International Inc., a Delaware corporation (the “Company”) and J.P. Morgan Trust Company, National Association, as trustee (the “Trustee”), relating to the Company’s 2.50% Convertible Senior Notes due October 1, 2023 (the “Notes”), please be advised that, in accordance with the terms of the Notes and the Indenture, the Company hereby elects, pursuant to Section 7.1(a), to terminate its right to pay the Purchase Price in Common Stock.

Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Indenture.


Very truly yours, FISHER SCIENTIFIC INTERNATIONAL INC.
By:	/s/ Kevin P. Clark
	Name:	Kevin P. Clark
	Title:	Vice President, Chief Financial Officer

IN WITNESS WHEREOF, the undersigned have caused this Certificate to be duly executed as of May 9, 2005.



By:	/s/ Kevin P. Clark
	Name:	Kevin P. Clark
	Title:	Vice President, Chief Financial Officer


By:	/s/ Chet Mehta
	Name:	Chet Mehta
	Title:	Vice President, Treasurer

[Signature Page to Officer’s Certificate]

GRAPHIC 9 b77977b7797700.gif GRAPHIC begin 644 b77977b7797700.gif M1TE&.#EA&@$]`-4@`.R3D_;*R>-=7("`@$!`0,#`P-LU-/C7U^=X>/WR\N5K M:O&OKMY"0?#P\/.\O/KEY1`0$.J&A:"@H.ZAH=#0T#`P,.!03^#@X&!@8'!P M<"`@(+"PL)"0D%!04````-DG)O___P`````````````````````````````` M```````````````````````````````````````````````````````````` M`````````````````````````````````"'Y!`$``"``+``````:`3T```;_ M0,%G2"P:C\8`"/D!@)[0J'1*K5JOV*QVRY4"F&`BXNE`/KI>)GK-?@K#\**2 MZ6S;[_C\]AM''IX*1PIW?$=ZAU)O?7!S2'6(D)&25H6+0PQ/"4@+A&J3>8J6 M3(U'CY^GJ'B5EA-/$T<&JIZI;*&B1Z1&IK2\O5>KBPE/#$<1LDB^:+:W&TED'`=_@WPBCX>'"=-SIM-0?Z>SJ;.]7Z/#UD?+2^/9: M^E3T^P`[(>/6+V"5@E+0)5@008!#``ZV.`"@P*$"B,*F''#(D>,?$`$:&EO0 MD:.Q:Q0=(IAP9LH"!!8!?,P2``!,AQ$FS/PUZTK#_Y("3D9Y,`$F,94ZI\@[ MD%+`RI98'BP`P!&!S"H;@0J`X@"F4*4]_3E:8``)@XA5$@`HB\0`@HQ0`HP" M,6[(5FH"$BP;@@"J`[9&!.R4D@`!X",,./$/A<%14"="8OH`;#!"V?&.C1Q$!.-00:H)91HLXRK,B+2*`MP2Z-I&KA?) M'5YVG\'E%_D^&+:*XR@ MO7*$C,F)8@J*RUB0D995,AGD`P[L]4$L^"%1V37/U7$A$PEVN>`43#``%YE& M6%-&B`#.J<23-I0DN4@BJ'1@(5#:LG=M8\8\;A3ICQ&Q0 MA+G_+:<*ZAA:J)MJBH0U4D1Y8[MQ5(KBI`A4!ZX1V<[U)\!XEK)NB&]BH=P3 MXX)PWZ]B1"OA7@='ZIV[./;*JL$0#[%+@'?"N-X4*$(:8H0)\QKNJ=@"8X#$ M$LY;L:-[K!JOP5'<5VL?,P^1LJ48LYQ$CP;/B:[*10S+3HF5.EQN`OJ%V->_ M103)#,?89>-E]1'#,A$1V_@2D3+7Y"[KJV%Q*-8/H4KH#0?? M-H]X)]%>IUOHP$0P`//I$A+N>=!C%XRMT:L742GD3DL^_T574:^9:UB8U[X> MZC!STG?-GV\<>N0Z7IBJ%;VW7=KA!!O?S)P?@S"I\W!G(7<5:3+!R>5SE4I$ M]Z+719UNBZN[!F+@U[BS%;!]#-/8I(;5L0\K4*"X1QE+4F8X7SOZMZPY<0E_ M31C@$"_H-B1^BEC/.4,+%=9`&/I.AE#;4D8>T"@1W7!_\JL/O)#X`2$)R%:Q MV^$5[L.^/GUC4A$I(;9`8+(AG/\'B:V9XF)6QJ#C7?%YKFB+0Q0G-+?A,(QW M@E<'/\"`#[7E6TJ,6[FPUAN@8?"&>VDD&46T0.+QT75^W-X9PR"4+]K-@H7, M'@]]5BU+S">-JEQCN?(C"O[P#EY9E,],]+BCXM%O?,IBG0K!,!Q36A*03(QE M!N<8E]P5X3B]_"05Y$:618!&CD.#S)40LQ->TL>7RPQEN4*C-P54RI@#1.0G MX64D(.5I.+`DH"QM=PW-G65_2TPE*[V0NY<-RYL&D<(!)E"1JK`DH&BHR4^" MDA1[!``!^#.``N!YBHF4)`(11*A&-QI0<$"2HR`-J4A'2M*2FO2D*$VI2E?* MTI:Z]*7_,(VI3&=*TYK:]*8XS:E.`2*!#D#``T"M``8V<(@-#(``2"4`!B30 M`#0`E0!L2*I4ITH`"G!!`DBUJA60F@$N4("J8.4J%Y`J@35\-:Q2O6I6\7`! M#F!`J@/0:A<:4`&@VO6N&B!J&QHP@)_>]:YZW<)3V?#7P@*U`%P8`%`UT-0J M#'8+!3"L9*$J6`\,8`V1E>Q=$WM8.Q2``)JM`!KJZH&A7J`!!>``:3T@URY0 M0`-_K0`!_`J!QE:6LDXM;0%VR]O>VC8+B@5J!ZSP6"U<8`#(32YH+9MS;,C`7ZF[6@YT00)`]>X4"J`!\:*!`GXM_VUKC_M<+A2W M"T"-;AZ"&U_'>L"Z:PCN'>HK7?[B(;B(7<-R/:`!ID9A`QA`0P<\`(%(H#>H MK=WO?0EKV4,$%P-`#6P4WIM?H$I8OES(+(CM`.`U8-B_>`!M@R&QW`K\%@\< MAJZ%@4I7!E]@"C'N@G[M@&+(]K@-)>Y"9CW0WOG^V+-`A<"-$9'C+!R9#?J] MP$]=+(4F;V'';7CR%42LAR"/%:A=1824GVI@/)PXS$R>\!JTC(8=9S;!&U8S MD#W,XPKWU\[_Q>X6+I#D%^?AP785*@>6O`;21C@/5K["8L-:9"U@.;CF!4&B MK^N!#V-VT6`]]!6\K`7P>F"XDFB`:O\+6X%&:\&NDIBT?34[8DI'8<&LA8*J M-TWG+.,YQ)K5LZ-U3>E60^("1AUP:7-;Z4C,&L?W;6YS`\S98C^AQK5]PK&K M@&4*^QH+F26`LI-+Z%U[@-G>OG:H)>!7<5.!M.#6P[3C;&X=U_H)#Q:MI.4, MY7>O^=8^QO>W>A;5_FEL^YNBW>AY![(@-/G6E<(9`#<%#AQM,^;7@)L MP+84R``$JDY<>KLWV=M.KM*IK7`H4,#K=PCZWUP#MRL$X@J%!F!5 MYM[6K`8\GH4+K%:R2O[[UQ6=ZVDK_@F>'KVKZ\SX*#@^\4<'>Z[1;%P."#NH M'%C[%B0`6\-.7O$?X<"))_$`^#[%8X;?3TX?P#= E1L,%3FQ8`DB?&Q3@0`:0VH$!:'BGZ#]%`XS:`:Y*(/M0"`(`.S\_ ` end GRAPHIC 10 b77977b7797705.gif GRAPHIC begin 644 b77977b7797705.gif M1TE&.#EA?``<`/<``/4Z-LC(R:BGJ/V[L]H].OWFV.@\*[6UM?DS/OZ9F?7_ M_GAX=_G]^FAH:/_U_?S#NOWKZORIIN5%.-B"=?[Y^"TL+.>)AOFEG"`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`:.[P\Y^@H'J"?_*OK_/>P/[^YNJ0E?*@ ME+^*C/S\_/W]_?[^_O___R'Y!```````+`````!\`!P```C_`"]I.3*G1HTB MH`8>J>'*U1QJ-7R-&-'/7Y,\K-9@`3-,D[%^8,"PNG'CE"8W_O[)@=/GQX\; M(4_!7'-*D2(P_?H9XX<%CDX&_^Z\T?1IVZ\Y6K342+HIFI8Y6(E4.IGQQ%<+B`.25#!@,&(=TH.A4%BA\)4SCHY2`!+PP^ M'7JU,C'"F2TX:^[<6H9%E`Q1E$:!X:+V'QPX8O_]NX'%D"$L-R)35BEV,A@% M:_ZYH6!+%!<%8"B`XM!ABFT/N!G5:&6'PXD18CA1$"7J1IH_$]YQV&"")*5. MG13)F2P#'QM_IQ5PX7Q#Y69<3@CI__&C1UBJ+8YXZ?G;:YV?0'W6-&G")4T: M+/>S-\&"A=4H!?9AY@\6.8%&V0UW3$;2#=O=)Q9EH\'!"30,Q!&#(V,`T$$8 MX\20@!2#+`)%#F^DT<0:-_B#6B,3&$`(":]H)X<;:3B`Q7:W*#`@@Z:=^-ID MT]@00@CZ="#,(CQ$8(\]CG(VIP#\4]`'F&Q2`X0P% M8F110'C>P/\0S!XS<'((`<)(8,(1#U110!:`C*))&S544846;60Q0C0KX)*# M.6T4PD0..1023!T[%!%%,M*84$,V-4#`@`+(:&)"$=E4L4,=*-S"9QPZ;$%` M!%GL088O1*RPPPXKB$'!*UIDDTT1)NP1R`0`$)/"*T54<80)FJR!"!FO;"-P M%(%0L08$.T21`QZ%;/,''%C8&8X38ZS7"#(*N'&K,'[(XT0'':B`QAY4;./" M.X.PP((*19AC@\^K+)%",VA`X803"5C"PB!.X%!$)$^_XT(XN403PBJ#=,W! M$)G,@`PT9^@!``$7B%%+/#T(LH\3+%@22";->$W`*C8$8LDBCJC_H<33@TQP M!!,SV+-*!P0,\DX*.XB!Q,Q#@.`$%*:0?(,BKZ8,`QYI=,*&D\(`T`4F$@A# MB`L%[."$"")L0(,$.JB`R@`$\.('.\1,@8X?6P`@P3OLF#U%%TYT00@AXRQA M@CU\A9$.)HL``$4FQS!PA@Z!*C&D#:]`8`DO6_"`"A0`<,!#.@``H$(I$W2P MSB(>8"+,&`1,T(8-'.B!"0V,B."--2O`QH7\$(94/",'B.`"?U;@A$7$P`JD M^(\,0'"A160B'!<@``*Z,``^$,`;.#!!`>01AD4P8P`;HL44DI"">W@@#`90 M0@&*H`9A"$,-N"B%%PP0A@F@0PV.,$`(_PO@`C\8P`LKX`0HB)$*81A@$=X8 M@BF"8`E"],(+`_`&.-2`#ERXX!G6L(<2>K&%9VP#%Q-PA`Z$X(E5B"`,^MA# M,-00`]]8H1````\CC$"!XA!X0,($3$,```+``OX!@AQAX(P&?J`,C$++2!#]Z@A1=" MP`$`>",3TI`&""2P!14<`06@\$88PB"!+KRC#)^8APMX,042%`$*O!`&(_B@ MCTR8XA4MTL/"KE`&0@!`",]$@`24<(@08((0!#@$#GJQB`Y<(!R"X(0,2)8& M!M)B/6*@D0)`0/^`+4R!%`QX0'LDJ0(`A*$#7IN"""P1`6^DP@[9X`06-&$' M`W@H#8)@A`.5`(A&\&$1O+"&DW1`@$W$@PPGB,$ZA%`%8\3!&\+H!0T>L(T" M.",:D1B##EQ@`EH2@`!3D,`0[`&!"2QB"RF`P!60@``]".$!'$#`(A+'`@EX M8Q`6Z$8O#""$'(Q`%FY@@"%(PD#-74$46&@"!;=@AV"XX9&I\$`(5*`'`]`@ M`1>X0`(.D8D3.-0#-<#",'Y@AU08(`$8?408>J$$1.B"#S'HA342:8"2QD,, M]KA0%XJ@B3CH80NG5("?WA",2-!BIX&X0@TBH`0.&(`7[QA`B\:0`A/_.(X8 M3LT&!R))@[PFX+<#L$`O4B$$"&!'$Y1("Q?*:@`KT$$4=U#K"$5M*BM-)9`"UIT(0

"T/;,",*1!C$"?@`P*D!P'0Q%@.7.C'*YPP M!0(04@YW,(:3\A*(@/;"$1Q``RZ\T`%BX&8*K;!`%!X0(@_\`D]B:$6G+W`+ M09#`-DHPQ!^ZX0T`#"$*GH@$!W0@`0[T0@(6,`4#(`$*H**-9%AP0X,!$`,7 M%&("MI&`>E/P;4?7=@](X(4.G/"*.:A@"O#;D!!P4`!LP!L*@B#)&U;BCW[\ MH0Q\L(`-B-"/&R@@$S"P0#X:P8!"X(`&^3B#-'"Q!!(,P1HIB``$]@`**T`\ M!VZX0SSR80$85.$.5_^P1\+M@0PQ9,("?%A".("`BPN0P!I#V$`$7@&('_"C M&C"WP#9&T1,X7$(*-+"`%!J1`SY8?`@NN$`4="&%;M!`"KK01")H0(,R0(`( M1>B&%Z"^@1.T@0UFL``-EG")3/?#AKA#=*]`"CJ(014]8`,;;)&%TS``#UG@ MQ`^*`0R``A] M\"EW4`P_@`RV:,`*:((8VH@F:1X,WX!EB M8!_]<`>&D`5B<'RA(0JV8`C\P`]BH`E9\`6(\`6&_V`+,H`?V;8'+_&";)$% MF&@+8'`BQ=!X;V`6E(`5+_`$)5`"H2``M>`1`H+Z`, M=:`)/Z``3;`,`4",RK``WD@.NY`&":(`"A`+UT"._Z`("O`%;-`."S",RA`* M`5`NMC`,:Z`!L>`.JL`9Y]4$"J`*\_`-"U`"#2``U#9BJ29S],`/E4`%/0`_T`)FRR0^T&99O M@)O]I@Y&X`/U,)^#B0)ZF1/$^0]&0`\E(`[V:9*'V`\H$`0$J0[-R9A]DIZP MJ)C$B9<5X`,-T`"A$`0*NIAS^0('(`X?4`X8T)Z@>8B&R9Z+Z9ZI&0J5.9@N M^I0-<`YD(*/\69NWF1)CV0(L6I$_2I;J<)LUJ@Z2.0,'@`$'()TYT0]DD)FQ M>8CJ0`:Q*9G7R0W96:/^,`,5X`[!2:%,*IX5\`+]X)>Q4`$PV@\`.J/<\).' MF1*IN0"KZ0_UN9F&"9>S69O_:9@H(*`EL`!>.J%\69G^_V"B_=:3LS"A?QJE M[@`-AUB1IUF1UUD"8;J8SUD!!_">ADF<-_F;0=";+SJ3VMD/YU"G=^H/LOF4 M_+F8DNF:HGJ8%QF6T#"37LJJ.3F85IH2X:D9Y2`.W-``QQF1DIFE6SH+/F"* M:AFIO%H1'?JA_1`$%2`.I>@#H<"FI+JF.9$!/N"3LUJC*#":1E"9.<$/W+`` MD+"J`2`.F[F@%=&?RC"8N_JG04`/SQH*#5`"O]EOQ#D#`>`.23D+06"1%;&N M>JFB+AD`03"M\_D"Y3`#"]JL!^`.!W``"+N@07``)BJ9+S`+N["KVCF4`>"A M3:H.`0"8Q+FK&3`+&9"F -----END PRIVACY-ENHANCED MESSAGE-----