Thermo Fisher Scientific Recommends Shareholders Reject Mini-Tender Offer by TRC Capital Corporation
WALTHAM, Mass., Nov. 21, 2017 /PRNewswire/ — Thermo Fisher Scientific Inc. (NYSE: TMO), the world leader in serving science, today announced that it received notice of an unsolicited “mini-tender” offer by TRC Capital Corporation (TRC) to purchase up to 1,000,000 shares of Thermo Fisher’s common stock at a price of $181.75 per share in cash. TRC’s offer price is approximately 4.43% lower than the $190.17 closing price of Thermo Fisher’s common stock on November 17, 2017, the last closing price prior to commencement of the offer. The offer is for approximately 0.249% of Thermo Fisher’s outstanding shares of common stock as of the offer date.
Thermo Fisher does not endorse TRC’s unsolicited mini-tender offer and recommends that shareholders not tender their shares because the offer is at a price below the current market price of Thermo Fisher’s shares and is subject to numerous conditions. Thermo Fisher is not affiliated or associated in any way with TRC, its mini-tender offer or the mini-tender offer documentation.
TRC has made many similar unsolicited mini-tender offers for shares of other public companies. Mini-tender offers seek to acquire less than 5% of a company’s outstanding shares, thereby avoiding many of the investor protections afforded to larger tender offers, including the filing of disclosure and other tender offer documents with the Securities and Exchange Commission (SEC) and other procedures mandated by U.S. securities laws.
The SEC has cautioned investors that some bidders making mini-tender offers at below-market prices are “hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.” The SEC’s guidance to investors on mini-tender offers is available at http://www.sec.gov/investor/pubs/minitend.htm.
Thermo Fisher urges shareholders to obtain current market quotations for their shares, to consult with their broker or financial advisor, and to exercise caution with respect to TRC’s mini-tender offer. Thermo Fisher recommends that shareholders who have not responded to TRC’s offer take no action. Shareholders who have already tendered their shares may withdraw them at any time prior to the expiration of the offer, in accordance with TRC’s offering documents. The offer is currently scheduled to expire at 12:01 a.m. Eastern Time on Wednesday, December 20, 2017. TRC may extend the offering period at its discretion.
Thermo Fisher encourages brokers and dealers, as well as other market participants, to review the SEC’s letter regarding broker-dealer mini-tender offer dissemination and disclosure at https://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
Thermo Fisher requests that a copy of this press release be included with all distributions of materials relating to TRC’s mini-tender offer related to Thermo Fisher shares of common stock.
About Thermo Fisher Scientific
Thermo Fisher Scientific Inc. 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.
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
SOURCE Thermo Fisher Scientific Inc.