WALTHAM, Mass., July 18, 2017 /PRNewswire/ -- Thermo Fisher Scientific Inc. (NYSE: TMO) ("Thermo Fisher") announced today that it has priced an offering of €2.6 billion aggregate principal amount of the following notes:
- €500 million aggregate principal amount of its floating rate senior notes due 2019, at the issue price of 100.205% of their principal amount
- €700 million aggregate principal amount of its 1.400% senior notes due 2026, at the issue price of 99.526% of their principal amount
- €700 million aggregate principal amount of its 1.950% senior notes due 2029 (the"2029 notes"), at the issue price of 99.282% of their principal amount
- €700 million aggregate principal amount of its 2.875% senior notes due 2037 (the "2037 notes") at the issue price of 99.760% of their principal amount.
The issuance of the notes is expected to close on or about July 24, 2017, subject to customary closing conditions. The floating rate notes will pay interest on a quarterly basis, and the fixed rate notes will pay interest on an annual basis.
Thermo Fisher intends to use all of the net proceeds of the offering to fund a portion of the consideration payable for its acquisition of Patheon N.V., including the repayment of indebtedness of Patheon N.V. to be assumed by Thermo Fisher, which is estimated to be approximately $7.2 billion in aggregate.
The Patheon acquisition is expected to close by the end of 2017, subject to the satisfaction of customary closing conditions, including the receipt of applicable regulatory approvals, the adoption of certain resolutions relating to the transaction at an Extraordinary General Meeting of Patheon N.V.'s shareholders and completion of Thermo Fisher's tender offer to acquire all of the issued and outstanding shares of Patheon N.V.
The joint book-running managers for the offering are Goldman Sachs & Co. LLC, Merrill Lynch International, Barclays Bank PLC and HSBC Bank plc. and in the case of the 2029 notes and the 2037 notes, Mizuho International plc.
The offering is being made pursuant to an effective registration statement on Form S-3, as amended by the post-effective amendment thereto (including a prospectus), filed with the U.S. Securities and Exchange Commission (the "SEC"). Prospective investors should read the prospectus forming a part of that registration statement and the prospectus supplement related to the offering and the other documents that Thermo Fisher has filed with the SEC for more complete information about Thermo Fisher and this offering. These documents are available at no charge by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, Thermo Fisher, the underwriters or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling Goldman Sachs & Co. LLC toll-free at 1-866-471-2526; Merrill Lynch International toll-free at 1-800-294-1322; Barclays Bank PLC toll-free at 1-888-603-5847; or HSBC Bank plc toll-free at 1-866-811-8049.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the notes, nor shall there be any offer, solicitation or sale of the notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements about the company's intended use of proceeds. These statements involve a number of risks and uncertainties that could cause actual results to differ materially from currently anticipated results, including risks and uncertainties relating to capital markets conditions and completion of the offering. Additional important factors and information regarding Thermo Fisher's business that could cause actual results to differ materially from those indicated by such forward-looking statements are set forth in the prospectus and prospectus supplement dated July 18, 2017 related to the offering, which is on file with the SEC and available in the "Investors" section of our website under the heading "SEC Filings," and the documents incorporated by reference into the prospectus and prospectus supplement. While we may elect to update forward-looking statements at some point in the future, we specifically disclaim any obligation to do so, even if circumstances change and, therefore, you should not rely on these forward-looking statements as representing our views as of any date subsequent to today.
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SOURCE Thermo Fisher Scientific Inc.