WALTHAM, Mass., Nov. 9, 2021 /PRNewswire/ -- Thermo Fisher
Scientific Inc. (NYSE: TMO) ("Thermo
Fisher") announced today that it has priced an offering of
€2.8 billion aggregate principal amount (the "Offering") of the
following euro-denominated notes, which will be issued by Thermo
Fisher Scientific (Finance I) B.V., its indirect, wholly owned
finance subsidiary:
- €1,700,000,000 aggregate principal amount of its floating rate
senior notes due 2023 (the "floating rate notes"), at the issue
price of 100.744% of their principal amount,
- €550,000,000 aggregate principal amount of its 0.000% senior
notes due 2023 (the "2023 notes"), at the issue price of 100.321%
of their principal amount, and
- €550,000,000 aggregate principal amount of its 0.000% senior
notes due 2025 (the "sustainability notes" and together with the
floating rate notes and the 2023 notes, the "notes"), at the issue
price of 99.868% of their principal amount.
The Offering is expected to close on or about November 18, 2021, subject to customary closing
conditions. The notes will be fully and unconditionally guaranteed
by Thermo Fisher. The floating rate
notes will pay interest quarterly.
Thermo Fisher intends to use the
net proceeds from the sale of the floating rate notes and the 2023
notes to pay a portion of the cash consideration payable for the
pending acquisition of PPD, Inc. ("PPD"). Thermo Fisher may also determine to use a
portion of the net proceeds from the sale of the floating rate
notes and the 2023 notes for general corporate purposes, which may
include the acquisition of companies or businesses, repayment and
refinancing of debt, including debt of PPD, working capital and
capital expenditures or the repurchase of its outstanding equity
securities or it may temporarily invest the net proceeds in
short-term, liquid investments until they are used for their
ultimate purpose.
Thermo Fisher intends to allocate
an amount equal to the net proceeds from the sale of the
sustainability notes to finance or refinance, in whole or in part,
certain green or social eligible projects. Pending allocation to
green or social eligible projects, such net proceeds may be
temporarily invested in cash, cash equivalents, short-term
investments, or used to repay other borrowings.
The joint book-running managers for the Offering are Barclays
Bank PLC, Morgan Stanley Europe SE, BofA Securities Europe SA,
Citigroup Global Markets Europe AG and Mizuho Securities Europe
GmbH. Barclays Bank PLC is also acting as the sustainability
structuring agent for the sustainability notes.
The Offering is being made pursuant to an effective registration
statement on Form S-3 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 the 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 the
Offering will arrange to send you the prospectus if you request it
by calling Barclays Bank PLC at +1 888 603 5847, Morgan Stanley
Europe SE at +44 (0)20 7677 4799, BofA Securities Europe SA at
+33(0) 1 8770 0000, Citigroup Global Markets Europe AG at +49 69
1366 8362 or Mizuho Securities Europe GmbH at +49 69 42729
3000.
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.
MiFID II and UK MiFIR – professionals/ECPs-only / No PRIIPs
or UK PRIIPs KID – Manufacturer target market (MiFID II
and UK MiFIR product governance) is eligible counterparties and
professional clients only (all distribution channels). No PRIIPs or
UK PRIIPs key information document (KID) has been prepared as not
available to retail in European Economic Area ("EEA") or
United Kingdom ("UK").
This press release is addressed only to specific individuals who
are individuals (i) who have professional experience in matters
relating to investments falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "Order") and qualified investors falling
within Article 49(2)(a) to (d) of the Order and (ii) to whom it may
otherwise lawfully be communicated under the Order (all such
persons together being referred to as the "relevant persons"). This
press release must not be acted on or relied on by persons who are
not relevant persons. Any investment or investment activity to
which this press release relates is available only to relevant
persons and will be engaged in only with relevant persons. By
reading this press release, the reader acknowledges that it is a
person either (i) outside the UK or (ii) falling within one of the
foregoing categories.
This press release is an advertisement and is not a prospectus
for the purposes of Prospectus Regulation (as defined below). A
prospectus will be prepared and made available to the public as
required and in accordance with the Prospectus Regulation.
Investors should not subscribe for any notes referred to in this
press release except on the basis of information contained in such
prospectus. The prospectus, when published, will be available on
the website of Euronext Dublin at https://live.euronext.com (opens
in a new tab).
For these purposes, the expression "Prospectus Regulation" means
either Regulation (EU) 2017/1129 or Regulation (EU) 2017/1129 as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018, as appropriate.
In connection with the issue of the notes, Morgan Stanley Europe
SE (the "Stabilising Manager") (or persons acting
on behalf of the Stabilising Manager) may over-allot notes or
effect transactions with a view to supporting the market price of
the notes at a level higher than that which might otherwise
prevail. However, there is no assurance that the Stabilising
Manager (or persons acting on behalf of the Stabilising Manager)
will undertake stabilisation action. Any stabilisation action may
begin on or after the date in which adequate public disclosure of
the final terms of the Offering is made and, if begun, may be ended
at any time, but it must end no later than the earlier of 30 days
after the issue date of the notes and 60 days after the date of the
allotment of the notes. Any stabilisation action or overallotment
must be conducted by the Stabilising Manager (or persons acting on
behalf of the Stabilising Manager) in accordance with all
applicable laws and rules.
This press release is released by Thermo Fisher Scientific
(Finance I) B.V. and contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR").
For the purposes of MAR, this press release is made by Sharon Briansky at Thermo Fisher Scientific
(Finance I) B.V.
The legal entity identifier of Thermo Fisher International is
549300SM0PJC1F3RPL91.
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 Thermo Fisher's intended use of proceeds and its
sustainability objectives, goals and commitments. 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, the pending acquisition of PPD 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
dated February 28, 2019 and
preliminary prospectus supplement dated November 8, 2021 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.
About Thermo Fisher Scientific
Thermo Fisher Scientific Inc. is the world leader in serving
science, with annual revenue of approximately $35 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, improving patient diagnostics and
therapies or increasing productivity in their laboratories, we are
here to support them. Our global team of more than 90,000
colleagues 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 and Patheon. For more information, please visit
www.thermofisher.com.
Media Contact Information:
Ron O'Brien
Phone: 781-622-1242
E-mail: ron.obrien@thermofisher.com
Investor Contact Information:
Rafael Tejada
Phone: 781-622-1356
E-mail: rafael.tejada@thermofisher.com
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SOURCE Thermo Fisher Scientific