Enhances Thermo Fisher’s Capabilities in the
High-Growth Proteomics Market with the Addition of Highly
Differentiated Solutions
Complements Existing Life Sciences and Mass
Spectrometry Offerings, Accelerating Protein Biomarker Discovery
and Providing Strong Synergy Opportunities
Thermo Fisher Scientific Inc. (NYSE: TMO) (“Thermo Fisher”), the
world leader in serving science, and Olink Holding AB (publ)
(“Olink”) (Nasdaq: OLK), a leading provider of next-generation
proteomics solutions, today announced that their respective boards
of directors have approved Thermo Fisher’s proposal to acquire
Olink for $26.00 per common share in cash, representing $26.00 per
American Depositary Share (ADS) in cash. This represents a premium
of approximately 74% to the closing price of Olink’s American
Depositary Shares that trade on NASDAQ on October 16, 2023, the
last trading day prior to the announcement of the transaction.
Thermo Fisher will commence a tender offer to acquire all of the
outstanding Olink common shares and all of the American Depositary
Shares. The transaction values Olink at approximately $3.1 billion
which includes net cash of approximately $143 million.
Olink offers leading solutions for advanced proteomics discovery
and development, enabling biopharmaceutical companies and leading
academic researchers to gain an understanding of disease at the
protein level rapidly and efficiently. Olink’s proprietary
technology, Proximity Extension Assay (PEA), provides high
throughput protein analysis for the very large installed base of
qPCR and next-generation sequencing readout systems in the market.
With a library of more than 5,300 validated protein biomarker
targets, adoption of the technology has been very strong, leading
to over 1,400 scientific publications. Headquartered in Sweden,
Olink has operations in the Americas, Europe and Asia Pacific.
“The acquisition of Olink underscores the profound impact that
proteomics is having as our customers continue to advance life
science research and precision medicine,” said Marc N. Casper,
chairman, president and chief executive officer of Thermo Fisher.
“Olink’s proven and transformative innovation is highly
complementary to our leading mass spectrometry and life sciences
platforms. Our company is uniquely positioned to bring this
technology to customers enabling them to meaningfully accelerate
discovery and scientific breakthroughs. We look forward to
welcoming Olink’s colleagues to Thermo Fisher.”
Jon Heimer, CEO of Olink said, “Olink is dedicated to improving
the understanding of human biology by accelerating the use of
next-generation proteomics and providing industry-leading data
quality at unprecedented scale. Thermo Fisher’s deep life sciences
expertise, global reach and proven operational excellence will
enable significant opportunities for both customers and colleagues,
while also providing immediate value to our shareholders.”
The transaction, which is expected to be completed by mid-2024,
is subject to customary closing conditions, including receipt of
applicable regulatory approvals, and completion of the tender
offer. As part of the transaction, Summa Equity AB, Olink’s largest
shareholder and additional Olink shareholders and management, in
aggregate holding more than 63% of Olink’s common shares, have
entered into support agreements agreeing to tender into the tender
offer. Thermo Fisher expects to fund the acquisition using cash on
hand and debt financing. Upon completion, Olink will become part of
Thermo Fisher’s Life Sciences Solutions segment.
Olink is on track to deliver over $200M of revenue in 2024 and,
as part of Thermo Fisher, is expected to grow mid-teens
organically. In the first full year of ownership, the transaction
is expected to be dilutive to adjusted EPS1 by $0.17. Excluding
financing costs and non-cash deal related equity compensation
costs, the transaction is expected to be accretive by $0.10 in that
period. Thermo Fisher expects to realize approximately $125 million
of adjusted operating income1 from revenue and cost synergies by
year five following close. The expected strong long-term business
growth and synergy realization profile make the financial returns
on the transaction very compelling.
Advisors
For Thermo Fisher, Cravath Swaine & Moore LLP and
Advokatfirman Vinge KB are serving as legal counsel. For Olink,
J.P. Morgan Securities LLC is serving as lead financial advisor,
Goldman Sachs Bank Europe SE, Sweden Bankfilial is serving as
financial advisor and Baker & McKenzie is serving as legal
counsel.
About Thermo Fisher Scientific
Thermo Fisher Scientific Inc. is the world leader in serving
science, with annual revenue over $40 billion. Our Mission is to
enable our customers to make the world healthier, cleaner and
safer. Whether our customers are accelerating life sciences
research, solving complex analytical challenges, increasing
productivity in their laboratories, improving patient health
through diagnostics or the development and manufacture of
life-changing therapies, we are here to support them. Our global
team delivers an unrivaled combination of innovative technologies,
purchasing convenience and pharmaceutical services through our
industry-leading brands, including Thermo Scientific, Applied
Biosystems, Invitrogen, Fisher Scientific, Unity Lab Services,
Patheon and PPD. For more information, please visit
www.thermofisher.com.
About Olink
Olink Holding AB (publ)(Nasdaq:OLK) is a company dedicated to
accelerating proteomics together with the scientific community,
across multiple disease areas to enable new discoveries and improve
the lives of patients. Olink provides a platform of products and
services which are deployed across major pharmaceutical companies
and leading clinical and academic institutions to deepen the
understanding of real-time human biology and drive 21st century
healthcare through actionable and impactful science. The Company
was founded in 2016 and is well established across Europe, North
America and Asia. Olink is headquartered in Uppsala, Sweden.
1 Adjusted earnings per share and adjusted operating income are
non-GAAP measures that exclude certain items detailed later in this
press release under the heading "Use of Non-GAAP Financial
Measures."
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
COVID-19 pandemic, 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 economic and
political conditions and exchange rate fluctuations on
international operations; use and protection of intellectual
property; the effect of changes in governmental regulations; any
natural disaster, public health crisis or other catastrophic event;
and the effect of laws and regulations governing government
contracts, as well as the possibility that expected benefits
related to recent or pending acquisitions, including the proposed
acquisition, may not materialize as expected; the proposed
acquisition not being timely completed, if completed at all;
regulatory approvals required for the transaction not being timely
obtained, if obtained at all, or being obtained subject to
conditions; prior to the completion of the transaction, Olink’s
business experiencing disruptions due to transaction-related
uncertainty or other factors making it more difficult to maintain
relationships with employees, customers, licensees, other business
partners or governmental entities; difficulty retaining key
employees; the outcome of any legal proceedings related to the
proposed acquisition; and the parties being unable 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 and subsequent quarterly reports on Form 10-Q, which are on
file with the U.S. Securities and Exchange Commission (“SEC”) and
available in the “Investors” section of Thermo Fisher’s website,
ir.thermofisher.com, under the heading “SEC Filings”, and in any
subsequent documents Thermo Fisher files or furnishes with the SEC,
and in Olink’s Annual Report on Form 20-F and subsequent interim
reports on Form 6-K, which are on file with the SEC and available
in the “Investor Relations” section of Olink’s website,
https://investors.olink.com/investor-relations, under the heading
“SEC Filings”, and in any subsequent documents Olink files or
furnishes with the SEC. While Thermo Fisher or Olink may elect to
update forward-looking statements at some point in the future,
Thermo Fisher and Olink specifically disclaim any obligation to do
so, even if estimates change and, therefore, you should not rely on
these forward-looking statements as representing either Thermo
Fisher’s or Olink’s views as of any date subsequent to today.
Additional Information and Where to Find It
The tender offer referenced herein has not yet commenced. This
communication is for informational purposes only and is neither an
offer to purchase nor a solicitation of an offer to sell any common
shares or American Depositary Shares of Olink or any other
securities, nor is it a substitute for the tender offer materials
that Thermo Fisher or its acquisition subsidiary will file with the
SEC. The terms and conditions of the tender offer will be published
in, and the offer to purchase common shares and American Depositary
Shares of Olink will be made only pursuant to, the offer document
and related offer materials prepared by Thermo Fisher and its
acquisition subsidiary and filed with the SEC in a tender offer
statement on Schedule TO at the time the tender offer is commenced.
Olink intends to file a solicitation/recommendation statement on
Schedule 14D-9 with the SEC with respect to the tender offer.
THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A
RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER
DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON
SCHEDULE 14D-9, AS THEY MAY BE AMENDED FROM TIME TO TIME, WILL
CONTAIN IMPORTANT INFORMATION. INVESTORS AND SHAREHOLDERS OF OLINK
ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME
AVAILABLE BECAUSE THEY, AND NOT THIS DOCUMENT, WILL GOVERN THE
TERMS AND CONDITIONS OF THE TENDER OFFER, AND BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION THAT SUCH PERSONS SHOULD CONSIDER
BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR COMMON SHARES
AND AMERICAN DEPOSITARY SHARES.
The tender offer materials, including the offer to purchase and
the related letter of transmittal and certain other tender offer
documents, and the solicitation/recommendation statement (when they
become available) and other documents filed with the SEC by Thermo
Fisher or Olink, may be obtained free of charge at the SEC's
website at www.sec.gov or at Olink’s website
https://investors.olink.com/investor-relations 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, Thermo Fisher's tender offer statement and other
documents it will file with the SEC will be available at
https://ir.thermofisher.com/investors
Use of Non-GAAP Financial Measures
In addition to the financial measures prepared in accordance
with generally accepted accounting principles (GAAP), Thermo Fisher
uses certain non-GAAP financial measures, including adjusted
earnings per share and adjusted operating margin, 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;
amortization of acquisition-related intangible assets; 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, equity in earnings of unconsolidated entities and the
results of discontinued operations, as applicable. Thermo Fisher
excludes the above items because they are outside of the company's
normal operations and/or, in certain cases, are difficult to
forecast accurately for future periods. Thermo Fisher believes that
the use of non-GAAP measures helps investors to gain a better
understanding of the company's core operating results and future
prospects, consistent with how management measures and forecasts
the company's performance, especially when comparing such results
to previous periods or forecasts.
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version on businesswire.com: https://www.businesswire.com/news/home/20231017116453/en/
Media Contact Information: Sandy Pound Phone: 781-622-1223
E-mail: sandy.pound@thermofisher.com Website:
www.thermofisher.com
Investor Contact Information: Rafael Tejada Phone: 781-622-1356
E-mail: rafael.tejada@thermofisher.com
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