WALTHAM, Mass., Aug. 10, 2017 /PRNewswire/ -- Thermo Fisher Scientific Inc. (TMO) announced that it has priced an offering of $1.5 billion aggregate principal amount of the following notes:
- $750 million aggregate principal amount of its 3.200% senior notes due 2027, at an issue price of 99.263% of their principal amount and
- $750 million aggregate principal amount of its 4.100% senior notes due 2047, at an issue price of 98.825% of their principal amount.
(PRNewsfoto/Thermo Fisher Scientific Inc.)
The issuance of the notes is expected to close on August 14, 2017, subject to customary closing conditions. The notes will pay interest on a semi-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. (PTHN), including the repayment of indebtedness of Patheon N.V. to be assumed by Thermo Fisher. As previously announced, Thermo Fisher now expects to complete the transaction around the end of the third quarter of 2017, subject to the satisfaction of customary closing conditions, including the receipt of applicable regulatory approvals 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, Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated.
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 one of the following:
- Goldman Sachs & Co. LLC toll-free at 1-866-471-2526
- Citigroup Global Markets Inc. toll-free at 1-800-831-9146
- J.P. Morgan Securities LLC collect at 1-212-834-4533
- Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-800-294-1322
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.
Forward-Looking Statements
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 and the anticipated timing of the closing of the Patheon acquisition. 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 August 10, 2017 related to the offering, which is on file with the SEC and available in the "Investors" section of Thermo Fisher's website under the heading "SEC Filings," and the documents incorporated by reference into the prospectus and prospectus supplement. 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 circumstances change and, therefore, you should not rely on these forward-looking statements as representing Thermo Fisher's views as of any date subsequent to today.