Thermo Fisher Scientific Prices Offering of USD-Denominated Senior Notes
Thermo Fisher Scientific Inc. (NYSE:TMO) ("Thermo Fisher") announced today that it has priced an offering of $3.8 billion aggregate principal amount (the "Offering") of the following notes:
- $1.0 billion aggregate principal amount of its 4.215% senior notes due 2031 (the "2031 notes") at the issue price of 100.000% of their principal amount;
- $750 million aggregate principal amount of its 4.550% senior notes due 2033 (the "2033 notes") at the issue price of 99.783% of their principal amount;
- $1.3 billion aggregate principal amount of its 4.902% senior notes due 2036 (the "2036 notes") at the issue price of 100.000% of their principal amount; and
- $750 million aggregate principal amount of its 5.546% senior notes due 2046 (the "2046 notes" and, together with the 2031 notes, the 2033 notes and the 2036 notes, the "notes") at the issue price of 100.000% of their principal amount.
The Offering is expected to close on or about February 12, 2026, subject to the satisfaction of customary closing conditions. The notes will pay interest on a semi-annual basis.
Thermo Fisher intends to use the net proceeds from the sale of the notes to pay a portion of the cash consideration payable for the pending acquisition of Clario Holdings, Inc. (the "Clario Acquisition"). Pending completion of the Clario Acquisition, Thermo Fisher may also determine to use a portion of the net proceeds of the Offering for general corporate purposes, which may include the acquisition of companies or businesses, repayment and refinancing of debt, 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.
The joint book-running managers for the Offering are Deutsche Bank Securities Inc., RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC.
The Offering is being made pursuant to an effective registration statement on Form S-3ASR (File No. 333-285159) filed by Thermo Fisher with the U.S. Securities and Exchange Commission (the "SEC") on February 24, 2025 and only by means of a prospectus supplement and accompanying prospectus. A preliminary prospectus supplement and an issuer free writing prospectus have been filed, and a prospectus supplement relating to the Offering will be filed, with the SEC, to which this communication relates. Prospective investors should read the issuer free writing prospectus, preliminary prospectus supplement and accompanying prospectus forming a part of that registration statement 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 and the prospectus supplement if you request it by calling Deutsche Bank Securities Inc. toll-free at 1-800-503-4611, RBC Capital Markets, LLC toll-free at 1-866-375-6829, SMBC Nikko Securities America, Inc. toll-free at 1-888-868-6856, or Wells Fargo Securities, LLC toll-free at 1-800-645-3751.
This press release shall not constitute an offer to sell or a 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.
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.
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 timing and completion of the Offering, Thermo Fisher's intended use of proceeds therefrom, and the pending Clario Acquisition. 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 Offering and the Clario Acquisition. 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 "Risk Factors" section of the prospectus dated February 24, 2025 and the preliminary prospectus supplement dated February 9, 2026 related to the Offering and in Part 1, Item 1A. "Risk Factors" of Thermo Fisher's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and the other documents incorporated by reference into the prospectus and prospectus supplement, which are on file with the SEC and available in the "Investors" section of our website under the heading "SEC Filings." 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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Media Contact Information:
Sandy Pound
Thermo Fisher Scientific
Phone: 781-622-1223
E-mail: sandy.pound@thermofisher.com
Investor Contact Information:
Rafael Tejada
Thermo Fisher Scientific
Phone: 781-622-1356
E-mail: rafael.tejada@thermofisher.com