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Thermo Fisher Scientific Inc.. (9/25/19). "Press Release: Thermo Fisher Scientific Prices Offering of Senior Notes". Waltham, MA.
Organisation Thermo Fisher Scientific Inc. (NYSE: TMO)
Group Thermo Fisher (Group)
Organisation 2 Goldman Sachs & Co. LLC
Group Goldman Sachs (Group)
Product investment banking
Product 2 laboratory equipment and instruments
Person O'Brien, Ron (Thermo Fisher 201003 Director Public Relations)
Person 2 Apicerno, Ken (Thermo Fisher 201003 Investor Relations)
Thermo Fisher Scientific Inc. (NYSE: TMO) ("Thermo Fisher") announced today that it has priced an offering of €4.4 billion aggregate principal amount (the "Euro Offering") of euro-denominated notes (collectively, the "Euro Notes") and an offering of $900 million aggregate principal amount (the "USD Offering" and, together with the Euro Offering, the "Offerings") of USD-denominated notes (collectively, the "USD Notes"). The following notes were priced:
> €800 million aggregate principal amount of its 0.125% senior notes due 2025, at the issue price of 99.114% of their principal amount,
> €1,000 million aggregate principal amount of its 1.875% senior notes due 2049, at the issue price of 98.465% of their principal amount, and
> $900 million aggregate principal amount of its 2.600% senior notes due 2029, at the issue price of 99.861% of their principal amount.
The Euro Offering is expected to close on or about September 30, 2019, and the USD Offering is expected to close on or about October 8, 2019, subject to customary closing conditions. The Euro Notes will pay interest on an annual basis. The USD Notes will pay interest on a semi-annual basis. Closing of the Euro Offering is not contingent upon the completion of the USD Offering, and closing of the USD Offering is not contingent upon the completion of the Euro Offering.
Thermo Fisher intends to use the net proceeds of the Offerings (together with cash on hand) to repay commercial paper issued to fund the redemption on September 27, 2019, of $300 million aggregate principal amount of its 4.70% Senior Notes due 2020 and $800 million aggregate principal amount of its 3.15% Senior Notes due 2023, and to fund the redemption of approximately $4.5 billion aggregate principal amount of outstanding senior notes issued by Thermo Fisher or its subsidiaries, including all of the outstanding 6.00% Senior Notes due 2020 and 5.00% Senior Notes due 2021 issued by its subsidiary Life Technologies Corporation, of which notice is expected to be provided to holders tomorrow.
The joint book-running managers for the Euro Offering are Goldman Sachs & Co. LLC, Merrill Lynch International, Citigroup Global Markets Limited and J.P. Morgan Securities plc. The joint book-running managers for the USD Offering are Goldman Sachs & Co. LLC, BofA Securities, Inc., Credit Suisse Securities (USA) LLC and HSBC Securities (USA) Inc.
The Offerings are 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 separate prospectus supplements related to the Offerings and the other documents that Thermo Fisher has filed with the SEC for more complete information about Thermo Fisher and the Offerings. 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 Euro Offering will arrange to send you the related prospectus if you request it by calling Merrill Lynch International toll-free at 1-800-294-1322; Goldman Sachs & Co. LLC toll-free at 1-866-471-2526; Citigroup Global Markets Limited toll-free at 1-800-831-9146; or J.P. Morgan Securities plc collect on +44-207-134-2468; and Thermo Fisher, the underwriters or any dealer participating in the USD Offering will arrange to send you the related prospectus if you request it by calling BofA Securities, Inc. toll-free at 1-800-294-1322; Goldman Sachs & Co. LLC toll-free at 1-866-471-2526; Credit Suisse Securities (USA) LLC at 1-800-221-1037; or HSBC Securities (USA) Inc. 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 Thermo Fisher'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 Offerings. 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 supplements dated September 24, 2019 related to the Offerings, which are 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 for each of the Offerings. 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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