On March 30, 2020 Thermo Fisher Scientific Inc. (NYSE: TMO) ("Thermo Fisher") reported that it has priced an offering of €1.2 billion aggregate principal amount (the "Offering") of the following euro-denominated notes (Press release, Thermo Fisher Scientific, MAR 30, 2020, View Source [SID1234556010]):
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€600 million aggregate principal amount of its 1.750% senior notes due 2027 (the "2027 notes"), at the issue price of 99.190% of their principal amount, and
€600 million aggregate principal amount of its 2.375% senior notes due 2032 (the "2032 notes"), at the issue price of 98.940% of their principal amount.
The Offering is expected to close on or about April 2, 2020, subject to customary closing conditions. The notes will pay interest on an annual basis.
Thermo Fisher intends to use the net proceeds of the Offering to pay a portion of the consideration for Thermo Fisher’s previously announced acquisition of QIAGEN N.V., a public limited liability company organized under the laws of The Netherlands ("QIAGEN"), including the repayment of indebtedness of QIAGEN, and for general corporate purposes, which may include the acquisition of companies or businesses, repayment and refinancing of debt (which may include our Floating Rate 2-Year Senior Notes due August 7, 2020), working capital and capital expenditures or the repurchase of our outstanding equity securities. As previously announced, Thermo Fisher expects to complete the QIAGEN transaction during the first half of 2021, subject to the satisfaction of customary closing conditions, including the receipt of applicable regulatory approvals, the adoption of certain resolutions relating to the transaction at an Extraordinary General Meeting of QIAGEN’s shareholders, and completion of the tender offer to purchase all issued ordinary shares of QIAGEN.
The joint book-running managers for the Offering are J.P. Morgan Securities plc, Morgan Stanley & Co. International plc, Merrill Lynch International, and Citigroup Global Markets Limited and, in the case of the 2027 notes, Credit Suisse Securities (Europe) Limited, MUFG Securities EMEA plc and U.S. Bancorp Investments, Inc., and in the case of the 2032 notes, BNP Paribas, HSBC Bank plc and SMBC Nikko Capital Markets Limited.
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 J.P. Morgan Securities plc collect at +44-207-134-2468, Morgan Stanley & Co. International plc toll-free at 1-866-718-1649, Merrill Lynch International toll-free at 1-800-294-1322 or Citigroup Global Markets Limited toll-free at 1-800-831-9146.