Thermo Fisher Scientific Signs Agreement to Sell its Microbiology Business to Astorg

Thermo Fisher Scientific Inc. (NYSE:TMO), the world leader in serving science, today announced that it has signed a definitive agreement to sell its microbiology business to Astorg, a leading pan-European private equity firm, for consideration of approximately $1.075 billion, consisting of cash and a $50 million seller note.

The microbiology business provides antimicrobial susceptibility testing and culture media solutions for clinical, pharmaceutical and food safety testing. The business generated $645 million in revenue in 2025 and is part of Thermo Fisher's Specialty Diagnostics segment.

"The transaction reflects our active management of the company and provides additional capital we can deploy to create shareholder value," said Marc N. Casper, chairman and chief executive officer of Thermo Fisher. "We believe the microbiology business is an excellent fit within Astorg's portfolio. We are confident in a smooth transition and wish the business and colleagues continued success after close under its new ownership."

Thermo Fisher anticipates closing the transaction in the second half of 2026, subject to customary closing conditions and applicable regulatory approvals. The transaction is expected to be dilutive to adjusted earnings per share¹ by $0.15 in the first full year following the close. The company will provide details on the expected impact to its 2026 financial outlook during its second quarter earnings call.

Advisors

For Thermo Fisher, Cravath, Swaine & Moore LLP is serving as principal deal counsel, Axinn, Veltrop & Harkrider LLP as regulatory counsel, Hogan Lovells as ex-US counsel, and Perella Weinberg Partners and Wells Fargo as financial advisors. For Astorg, Evercore and Moelis are serving as financial advisors and Latham as legal counsel.

About Thermo Fisher Scientific

Thermo Fisher Scientific Inc. is the world leader in serving science, with annual revenue over $45 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, Gibco, Fisher Scientific, Unity Lab Services, Patheon and PPD. For more information, please visit www.thermofisher.com.

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and other applicable securities laws. Each of the forward-looking statements we make in this press release involves risks and uncertainties, many of which relate to matters beyond our control and could cause actual results to differ materially from these statements.

Important factors that could cause actual results to differ materially from those indicated by forward-looking statements include risks and uncertainties relating to: risks affecting Thermo Fisher's business generally, including changes in demand, macroeconomic conditions, and regulatory developments; the possibility that expected benefits related to recent or pending transactions, including the proposed sale of the microbiology business, may not materialize as expected; the proposed sale of the microbiology business 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; the failure to satisfy other closing conditions or the occurrence of events that could give rise to termination of the agreement; risks associated with separating the microbiology business, including the ability to successfully transition systems, processes and personnel; the incurrence of unexpected costs, liabilities or expenses, including transaction, separation or tax-related costs; the ability of the buyer to complete the transaction, including obtaining necessary financing; the microbiology business experiencing disruptions as a result of the sale or due to transaction-related uncertainty or other factors making it more difficult to maintain relationships with customers, other business partners, or governmental entities; and the outcome of any legal proceedings related to the proposed sale of the microbiology business. There can be no assurance that these expectations will prove correct.

A discussion of these and other risks that affect our business is contained in our most recent reports on Form 10-K and Form 10-Q, and in any subsequent filings with the SEC, under the heading "Risk Factors." These filings are on file with the SEC and available in the "Investors" section of our website under the heading "SEC Filings." These forward-looking statements are based on our current expectations and speak only as of the date of this press release. While we may elect to update forward-looking statements at some point in the future, we specifically disclaim any obligation to do so, whether as a result of new information, future developments, or otherwise, except as required by law.

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, which excludes certain transaction-related costs, including charges for the sale of inventories revalued at the date of acquisition and significant transaction-related third-party 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. Thermo Fisher does not provide GAAP financial measures on a forward-looking basis because we are unable to predict with reasonable certainty and without unreasonable effort items such as the timing and amount of future restructuring actions and acquisition-related charges as well as gains or losses from sales of real estate and businesses, the early retirement of debt and the outcome of legal proceedings. The timing and amount of these items are uncertain and could be material to Thermo Fisher's results computed in accordance with GAAP.

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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