WALTHAM, Mass., Aug. 29, 2017 /PRNewswire/ -- Thermo Fisher
Scientific Inc. (NYSE: TMO), the world leader in serving science,
announced that it has completed its acquisition of Patheon N.V.
(NYSE: PTHN), a leading contract development and manufacturing
organization (CDMO) serving the pharmaceutical and biotechnology
sectors, for approximately $7.2
billion. Today's close follows the expiration of Thermo
Fisher's initial tender offer for Patheon at $35.00 per share in cash.
"We're pleased to complete our acquisition of Patheon and look
forward to the significant value this transaction will create for
our customers and our shareholders," said Marc N. Casper, president and chief executive
officer of Thermo Fisher Scientific. "By adding Patheon's highly
complementary CDMO capabilities to our leading clinical trials
services and bioproduction technologies, we will be an even
stronger partner for our pharmaceutical and biotech customers.
We're delighted to welcome our Patheon colleagues to the Thermo
Fisher team and excited about the new opportunities we have to help
our customers accelerate innovation and enhance productivity by
leveraging our combined strengths."
Patheon generated fiscal 2016 revenue of approximately
$1.9 billion and will become part of
Thermo Fisher's Laboratory Products and Services Segment. For the
remainder of 2017, the transaction is expected to be approximately
$0.09 accretive to adjusted earnings
per share1, which includes $0.02 in the third quarter. Details of the 2017
impact will be provided during Thermo Fisher's third quarter
earnings call in late October.
Thermo Fisher continues to expect to realize total synergies of
approximately $120 million by year
three following the close, consisting of approximately $90 million of cost synergies and approximately
$30 million of adjusted operating
income benefit from revenue-related synergies.
Further Transaction Details and Timing
Today, Thermo Fisher is acquiring approximately 95.3% of
Patheon's outstanding ordinary shares.
The initial offering period for the tender offer and withdrawal
rights expired at 5:00 p.m.,
New York City time, on
August 28, 2017 (the "Expiration
Time"). Based on information provided by American Stock Transfer
& Trust Company, LLC, the depositary for the tender offer, a
total of 138,406,058 Patheon ordinary shares, representing
approximately 95.3% of the outstanding Patheon ordinary shares, had
been validly tendered and had not been properly withdrawn as of the
Expiration Time (excluding 176,509 ordinary shares, representing
approximately 0.12% of the aggregate number of ordinary shares
outstanding, tendered pursuant to guaranteed delivery procedures
that have not yet been delivered in settlement or satisfaction of
such guarantee). Thermo Fisher's wholly owned subsidiary, Thermo
Fisher (CN) Luxembourg S.à r.l., has accepted for payment all
shares that were validly tendered and were not properly withdrawn
as of the Expiration Time, and payment for such shares will be made
promptly in accordance with the terms of the offer.
Thermo Fisher also announced the commencement of a subsequent
offering period scheduled to expire at 12:01
a.m., New York City time,
on September 13, 2017, as more fully
described in the tender offer statement on Schedule TO filed by
Thermo Fisher with the U.S. Securities and Exchange Commission (the
"SEC") on May 31, 2017 (as amended
and supplemented, the "Schedule TO"). All ordinary shares validly
tendered during the subsequent offering period will be immediately
accepted for payment, and tendering holders will thereafter
promptly be paid the same form and amount of offer consideration as
in the initial offering period. The procedures for tendering shares
during the subsequent offering period are described in the Schedule
TO and are generally the same as those applicable to the initial
offering period, except that the guaranteed delivery procedures may
not be used during the subsequent offering period and no withdrawal
rights will apply to shares tendered during the subsequent offering
period.
Patheon has requested that the New York Stock Exchange (the
"NYSE") suspend trading of Patheon ordinary shares after the close
of business on September 1, 2017, and
Patheon intends to file a Form 25, Notification of Removal from
Listing and/or Registration under Section 12(b) of the U.S.
Securities Exchange Act of 1934, as amended (the "Exchange Act")
with the SEC on such date. Patheon also intends to terminate
its reporting obligations under the Exchange Act by filing a Form
15 with the SEC on or about September 11,
2017. Following delisting from the NYSE, Patheon ordinary
shares will not be listed or registered on another national
securities exchange. Delisting is likely to reduce significantly
the liquidity and marketability of any Patheon ordinary shares that
have not been tendered pursuant to the tender offer.
Advisors
Goldman Sachs & Co. acted as financial advisor to Thermo
Fisher, and Wachtell, Lipton, Rosen & Katz served as legal
counsel.
Morgan Stanley & Co. acted as financial advisor to Patheon,
and Skadden, Arps, Slate, Meagher & Flom LLP served as legal
counsel.
Use of Non-GAAP Financial Measures
In addition to the financial measures prepared in accordance
with generally accepted accounting principles (GAAP), we use
certain non-GAAP financial measures, including adjusted earnings
per share (EPS) and adjusted operating income, which exclude
certain acquisition-related costs, including charges for the sale
of inventories revalued at the date of acquisition and significant
transaction costs; restructuring and other costs/income; and
amortization of acquisition-related intangible assets. Adjusted EPS
also excludes certain other gains and losses that are either
isolated or cannot be expected to occur again with any regularity
or predictability, tax provisions/benefits related to the previous
items, benefits from tax credit carryforwards, the impact of
significant tax audits or events and the results of discontinued
operations. We exclude the above items because they are
outside of our normal operations and/or, in certain cases, are
difficult to forecast accurately for future periods. Thermo Fisher
does not provide GAAP financial measures on a forward-looking basis
because we are unable to predict with reasonable certainty and
without unreasonable effort items such as the timing and amount of
future restructuring actions and acquisition-related charges as
well as gains or losses from sales of real estate and businesses,
the early retirement of debt and the outcome of legal proceedings.
The timing and amount of these items are uncertain and could be
material to Thermo Fisher's results computed in accordance with
GAAP. These non-GAAP projections should not be considered a
substitute for GAAP measures.
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 press release 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 Fisher's
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 Fisher's
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 Patheon's 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 Patheon's 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 Fisher's views as of any date subsequent to
today.
Additional Information and Where to Find It
The tender offer referenced herein commenced on May 31, 2017. This communication is for
informational purposes only and is neither an offer to purchase nor
a solicitation of an offer to sell any ordinary shares of Patheon
or any other securities, nor is it a substitute for the tender
offer materials that Thermo Fisher and its acquisition subsidiary
have filed with the SEC. On May 31,
2017, a tender offer statement on Schedule TO, including an
offer to purchase, a letter of transmittal and related documents,
was filed with the SEC by Thermo Fisher and its acquisition
subsidiary and a solicitation/recommendation statement on Schedule
14D-9 was filed with the SEC by Patheon with respect to the tender
offer. The offer to purchase all of the outstanding ordinary shares
of Patheon is only being made pursuant to the offer to purchase,
the letter of transmittal and related documents filed as a part of
the Schedule TO.
THE TENDER OFFER MATERIALS (INCLUDING THE OFFER TO PURCHASE, THE
RELATED LETTER OF TRANSMITTAL AND THE OTHER TENDER OFFER DOCUMENTS)
AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9
CONTAIN IMPORTANT INFORMATION. INVESTORS AND SHAREHOLDERS OF
PATHEON ARE URGED TO READ THESE DOCUMENTS CAREFULLY BECAUSE THEY
CONTAIN IMPORTANT INFORMATION THAT SUCH PERSONS SHOULD CONSIDER
BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR ORDINARY
SHARES.
The tender offer materials (including the offer to purchase and
the related letter of transmittal and the other tender offer
documents), the solicitation/recommendation statement and other
documents filed with the SEC by Thermo Fisher or Patheon may be
obtained free of charge at the SEC's website at www.sec.gov or at
Patheon's website at www.patheon.com or by contacting
Patheon's investor relations department at 919-226-3165 or at
Thermo Fisher's website at www.thermofisher.com or by contacting
Thermo Fisher's investor relations department at 781-622-1111. In
addition, investors and shareholders of Patheon may obtain free
copies of the tender offer materials by contacting D.F. King & Co., Inc., Thermo Fisher's
information agent for the tender offer.
1 Adjusted earnings per share and adjusted operating
income are non-GAAP measures that exclude certain items detailed
later in the press release under the heading "Use of Non-GAAP
Financial Measures."
Media Contact Information:
Karen Kirkwood
Phone: 781-622-1306
E-mail: karen.kirkwood@thermofisher.com
Website: www.thermofisher.com
or
Investor Contact Information:
Ken Apicerno
Phone: 781-622-1294
E-mail: ken.apicerno@thermofisher.com
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SOURCE Thermo Fisher Scientific Inc.
