UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 13, 2017
THERMO FISHER SCIENTIFIC INC.
(Exact name of registrant as specified in its charter)
Delaware |
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1-8002 |
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04-2209186 |
(State or other jurisdiction of |
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(Commission File Number) |
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(IRS Employer |
168 Third Avenue
Waltham, Massachusetts 02451
(Address of principal executive offices, including zip code)
(781) 622-1000
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company. o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 8.01. Other Events.
On September 13, 2017 at 12:01 a.m., New York City time, Thermo Fisher (CN) Luxembourg S.à r.l., a wholly owned subsidiary of Thermo Fisher Scientific Inc. (the Company), permitted to expire and did not extend the subsequent offering period of its previously announced tender offer to purchase all of the outstanding shares of Patheon N.V. (the Tender Offer).
On September 13, 2017, the Company issued a press release announcing the expiration of the subsequent offering period and the results of the Tender Offer. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit |
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Description |
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99.1 |
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Press Release, dated September 13, 2017. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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THERMO FISHER SCIENTIFIC INC. | |
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DATE: September 13, 2017 |
By: |
/s/ Seth H. Hoogasian |
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Seth H. Hoogasian |
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Senior Vice President and General Counsel |
Thermo Fisher Scientific Completes Subsequent Offering Period of Tender Offer
Following Acquisition of Patheon N.V.
WALTHAM, Mass. (September 13, 2017) Thermo Fisher Scientific Inc. (NYSE: TMO), the world leader in serving science, announced the expiration of the subsequent offering period of its previously announced tender offer to purchase all of the outstanding ordinary shares of Patheon N.V. The company completed the acquisition of Patheon on August 29, 2017.
The subsequent offering period expired at 12:01 a.m., New York City time, on September 13, 2017. Based on information provided by American Stock Transfer & Trust Company, LLC, the depositary for the tender offer, a total of 143,781,162 Patheon ordinary shares (including Patheon ordinary shares tendered during the initial offering period), representing approximately 99% of the outstanding Patheon ordinary shares, had been validly tendered as of 12:01 a.m., New York City time, on September 13, 2017. Thermo Fishers wholly owned subsidiary, Thermo Fisher (CN) Luxembourg S.à r.l., immediately accepted for payment and has promptly paid (or will promptly pay) for all ordinary shares that were validly tendered during the subsequent offering period in the same form and amount as the offer consideration paid in the initial offering period.
Thermo Fisher plans to initiate a statutory proceeding before the Enterprise Chamber (Ondernemingskamer) of the Amsterdam Court of Appeals (Gerechtshof Amsterdam) for the compulsory acquisition (uitkoopprocedure) of all remaining non-tendered shares as provided by Dutch law in accordance with Section 2:92a or Section 2:201a of the Dutch Civil Code. In such a proceeding, the Enterprise Chamber will determine a cash price to be paid for such shares (which may be greater, equal to or less than the offer consideration).
About Thermo Fisher Scientific
Thermo Fisher Scientific Inc. (NYSE: TMO) is the world leader in serving science, with revenues of more than $20 billion and approximately 65,000 employees globally. Our mission is to enable our customers to make the world healthier, cleaner and safer. We help our customers accelerate life sciences research, solve complex analytical challenges, improve patient diagnostics, deliver medicines to market and increase laboratory productivity. Through our premier brands Thermo Scientific, Applied Biosystems, Invitrogen, Fisher Scientific and Unity Lab Services we offer an unmatched combination of innovative technologies, purchasing convenience and comprehensive services. For more information, please visit www.thermofisher.com.
Forward-Looking Statements
This communication contains forward-looking statements that involve a number of risks and uncertainties. Words such as believes, anticipates, plans, expects, seeks, estimates, and similar expressions are intended to identify forward-looking statements, but other statements that are not historical facts may also be deemed to be forward-looking statements. Important factors that could cause actual results to differ materially from those indicated by forward-looking statements include risks and uncertainties relating to: the need to develop new products and adapt to significant technological change; implementation of strategies for improving growth; general economic conditions and related uncertainties; dependence on customers capital spending policies and government funding policies; the effect of exchange rate fluctuations on international
operations; use and protection of intellectual property; the effect of changes in governmental regulations; and the effect of laws and regulations governing government contracts, as well as the possibility that expected benefits related to recent and pending acquisitions, including the acquisition of Patheon, may not materialize as expected; difficulty retaining key employees; and our ability to successfully implement integration strategies or to achieve expected synergies and operating efficiencies within the expected time-frames or at all. Additional important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are set forth in Thermo Fishers Annual Report on Form 10-K for the year ended December 31, 2016, which is on file with the SEC and available in the Investors section of Thermo Fishers website, ir.thermofisher.com, under the heading SEC Filings, and in any subsequent Quarterly Reports on Form 10-Q and other documents Thermo Fisher files with the SEC, and in Patheons Annual Report on Form 10-K for the year ended October 31, 2016 and its subsequent Quarterly Reports on Form 10-Q, including its Quarterly Report on Form 10-Q for the quarter ended January 31, 2017 and its Quarterly Report on Form 10-Q for the quarter ended April 30, 2017, each of which is on file with the SEC and available in the Investor Relations section of Patheons website, ir.patheon.com, under the heading SEC Filings, and in other documents Patheon files with the SEC. While Thermo Fisher may elect to update forward-looking statements at some point in the future, Thermo Fisher specifically disclaims any obligation to do so, even if estimates change and, therefore, you should not rely on these forward-looking statements as representing Thermo Fishers views as of any date subsequent to today.
Media Contact Information: |
Investor Contact Information: |
Karen Kirkwood |
Ken Apicerno |
Phone: 781-622-1306 |
Phone: 781-622-1294 |
E-mail: karen.kirkwood@thermofisher.com |
E-mail: ken.apicerno@thermofisher.com |
Website: www.thermofisher.com |
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