Subsequent Offering Period Scheduled to Expire
at 5:00 p.m., New York Time, on July 16, 2024
Thermo Fisher Scientific Inc. (NYSE: TMO) (“Thermo Fisher”), the
world leader in serving science, today announced that it has
completed its acquisition of Olink Holding AB (publ) (“Olink”)
(Nasdaq: OLK), a leading provider of next-generation proteomics
solutions. The transaction values Olink at approximately $3.1
billion, net of $96 million of acquired cash. Olink will become
part of Thermo Fisher's Life Sciences Solutions segment.
“We are excited to welcome Olink colleagues to Thermo Fisher,”
said Marc N. Casper, chairman, president and chief executive
officer of Thermo Fisher. “Protein research is key to advancing our
understanding of human biology and delivering on the promise of
precision medicine. Olink’s proven and transformative solutions for
proteomics are highly complementary to our leading mass
spectrometry and life sciences offerings. By expanding our
capabilities in the high-growth proteomics market, we will enable
scientists and researchers around the globe to meaningfully
accelerate discovery and scientific breakthroughs while delivering
significant value to our shareholders.”
The Offer was made pursuant to the Purchase Agreement, dated as
of October 17, 2023, by and between Thermo Fisher and Olink and as
described in the tender offer statement on Schedule TO, as amended
and supplemented from time to time, filed by Thermo Fisher with the
U.S. Securities and Exchange Commission (the “SEC”) on October 31,
2023 (the “Tender Offer Statement”). Thermo Fisher, through its
wholly owned subsidiary, Orion Acquisition AB (the “Buyer”), today
has accepted for purchase all of the outstanding common shares of
Olink (“Shares”) and all of the outstanding American Depositary
Shares, each representing one Share of Olink (“ADSs” and
collectively with the Shares, “Offer Securities”) that were validly
tendered and not properly withdrawn prior to the expiration time of
the initial offering period for the Offer Securities for $26.00 per
Share and per ADS, in cash (the “Offer”). Buyer will promptly pay
cash for tendered and accepted Offer Securities. Upon settlement of
the Offer, Thermo Fisher will own Offer Securities representing
approximately 98.2% of Olink’s outstanding Shares.
Further Transaction Details and Timing
The initial offering period for the Offer and withdrawal rights
expired as scheduled at 5:00 p.m., New York time, on July 9, 2024
(the “Expiration Time”). DNB Markets, a part of DNB Bank ASA,
Sweden Branch, the depositary and paying agent for the Offer with
respect to the Shares, has advised Thermo Fisher and Buyer that, as
of the Expiration Time, approximately 84,755,626 Shares have been
validly tendered and not properly withdrawn pursuant to the Offer.
The Bank of New York Mellon, the tender agent for the Offer with
respect to the ADSs, has advised Thermo Fisher and Buyer that, as
of the Expiration Time, approximately 37,676,600 ADSs have been
validly tendered and not properly withdrawn pursuant to the Offer.
These Shares and ADSs collectively represent approximately 98.2% of
the outstanding Shares. With all conditions to the Offer satisfied,
on July 10, 2024, Buyer has accepted for purchase all Offer
Securities that were validly tendered and not properly withdrawn
pursuant to the Offer as of the Expiration Time, and payment for
such Offer Securities will be made promptly in accordance with the
terms of the Offer.
Thermo Fisher also announced the commencement of a subsequent
offering period (the “Subsequent Offer”) scheduled to expire at
5:00 p.m., New York time, on July 16, 2024, unless extended (the
“Subsequent Offering Period”), as more fully described in the
Tender Offer Statement. All Shares and ADSs validly tendered during
the Subsequent Offering Period will be immediately accepted for
payment, and tendering holders will thereafter promptly be paid the
same Offer price of $26.00 per Share or per ADS, as applicable, in
cash, without interest and less applicable withholding taxes or
other taxes, upon the terms and subject to the conditions set forth
in the Offer to Purchase dated as of October 31, 2023 (together
with any amendments and supplements thereto, the “Offer to
Purchase”). The procedures for accepting the Offer and tendering
Offer Securities during the Subsequent Offering Period are the same
as those applicable to the Offer as described in the Offer to
Purchase, except that Shares and ADSs validly tendered during the
Subsequent Offering Period may not be withdrawn. To acquire any
Shares that remain untendered following the completion of the
Subsequent Offer, Thermo Fisher intends to initiate a compulsory
redemption under the Swedish Companies Act (Sw. aktiebolagslagen
(2005:551)).
Olink holders who have validly tendered and not properly
withdrawn their Shares or ADSs of Olink prior to the Expiration
Time do not need to re-tender their Shares or ADSs or take any
other action as a result of the Subsequent Offer.
Delisting & Deregistration of Olink’s ADSs
Olink has requested that the NASDAQ Global Market (“Nasdaq”)
suspend trading of Olink ADSs and file a Form 25, Notification of
Removal from Listing and/or Registration with the SEC, thereby
commencing the process of delisting and deregistering the ADSs.
Provided that the criteria for deregistration are met, Olink also
intends to terminate its reporting obligations under the Securities
Exchange Act of 1934, as amended, by filing a Certification and
Notice of Termination of Registration on Form 15 with the SEC.
Following delisting from Nasdaq, ADSs of Olink will not be listed
or registered on another national securities exchange. Delisting is
likely to reduce significantly the liquidity and marketability of
any ADSs of Olink that have not been tendered pursuant to the Offer
or the Subsequent Offer.
Requests for copies of the Offer to Purchase (as amended or
supplemented from time to time), the ADS letter of transmittal and
the acceptance form for Shares (including the instructions attached
thereto) and other Offer materials may be directed to the call
service of Georgeson LLC at +1-866-821-2550 (U.S. toll-free),
+1-781-222-0033 (outside U.S. & Canada) or +46-846-007-389
(Sweden), or via email at olink@georgeson.com. A copy of these
documents may be obtained at the website maintained by the SEC at
www.sec.gov.
Advisors
For Thermo Fisher, Cravath Swaine & Moore LLP and
Advokatfirman Vinge KB served as legal counsel. For Olink, J.P.
Morgan Securities LLC served as lead financial advisor, Goldman
Sachs Bank Europe SE, Sweden Bankfilial served as financial advisor
and Baker & McKenzie served as legal counsel.
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. For more information, please visit
www.thermofisher.com.
Forward-looking Statements
This press release contains forward-looking statements that
involve a number of risks and uncertainties. Words such as
“believes,” “anticipates,” “plans,” “expects,” “seeks,”
“estimates,” and similar expressions are intended to identify
forward-looking statements, but other statements that are not
historical facts may also be deemed to be forward-looking
statements. Important factors that could cause actual results to
differ materially from those indicated by forward-looking
statements include risks and uncertainties relating to: the
COVID-19 pandemic, the need to develop new products and adapt to
significant technological change; implementation of strategies for
improving growth; general economic conditions and related
uncertainties; dependence on customers’ capital spending policies
and government funding policies; the effect of economic and
political conditions and exchange rate fluctuations on
international operations; use and protection of intellectual
property; the effect of changes in governmental regulations; any
natural disaster, public health crisis or other catastrophic event;
and the effect of laws and regulations governing government
contracts, as well as the possibility that expected benefits
related to recent or pending acquisitions may not materialize as
expected; Olink’s business experiencing disruptions due to
transaction-related uncertainty or other factors making it more
difficult to maintain relationships with employees, customers,
licensees, other business partners or governmental entities;
difficulty retaining key employees; the outcome of any legal
proceedings related to the compulsory redemption; and the parties
being unable to successfully implement integration strategies or to
achieve expected synergies and operating efficiencies within the
expected time-frames or at all. Additional important factors that
could cause actual results to differ materially from those
indicated by such forward-looking statements are set forth in
Thermo Fisher’s Annual Report on Form 10-K and subsequent quarterly
report on Form 10-Q, which are on file with the U.S. Securities and
Exchange Commission (“SEC”) and available in the “Investors”
section of Thermo Fisher’s website, ir.thermofisher.com, under the
heading “SEC Filings”, and in any subsequent documents Thermo
Fisher files or furnishes with the SEC, and in Olink’s Annual
Report on Form 20-F and subsequent interim report on Form 6-K,
which are on file with the SEC and available in the “Investor
Relations” section of Olink’s website,
https://investors.olink.com/investor-relations, under the heading
“SEC Filings”, and in any subsequent documents Olink files or
furnishes with the SEC. While Thermo Fisher or Olink may elect to
update forward-looking statements at some point in the future,
Thermo Fisher and Olink specifically disclaim any obligation to do
so, even if estimates change and, therefore, you should not rely on
these forward-looking statements as representing either Thermo
Fisher’s or Olink’s views as of any date subsequent to today.
Additional Information and Where to Find It
This communication is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
any common shares or American Depositary Shares of Olink or any
other securities, nor is it a substitute for the tender offer
materials that Thermo Fisher or the Buyer has filed with the SEC.
The terms and conditions of the tender offer are published in, and
the offer to purchase common shares and American Depositary Shares
of Olink is made only pursuant to, the offer document and related
offer materials prepared by Thermo Fisher and the Buyer and is
filed with the SEC in a tender offer statement on Schedule TO. In
addition, Olink has filed a solicitation/recommendation statement
on Schedule 14D-9 with the SEC with respect to the tender
offer.
THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, AN
ADS LETTER OF TRANSMITTAL, ACCEPTANCE FORM FOR SHARES AND CERTAIN
OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION
STATEMENT ON SCHEDULE 14D-9, AS THEY MAY BE AMENDED FROM TIME TO
TIME, CONTAIN IMPORTANT INFORMATION. INVESTORS AND SHAREHOLDERS OF
OLINK ARE URGED TO READ THESE DOCUMENTS CAREFULLY BECAUSE THEY, AND
NOT THIS DOCUMENT, GOVERN THE TERMS AND CONDITIONS OF THE TENDER
OFFER, AND BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT SUCH
PERSONS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING
TENDERING THEIR COMMON SHARES AND AMERICAN DEPOSITARY SHARES.
The tender offer materials, including the offer to purchase, the
related ADS letter of transmittal and acceptance form for shares
and certain other tender offer documents, and the
solicitation/recommendation statement and other documents filed
with the SEC by Thermo Fisher or Olink, may be obtained free of
charge at the SEC's website at www.sec.gov, at Olink’s website
https://investors.olink.com/investor-relations, at Thermo Fisher's
website at www.thermofisher.com or by contacting Thermo Fisher's
investor relations department at 781-622-1111. In addition, Thermo
Fisher's tender offer statement and other documents it will file
with the SEC will be available at
https://ir.thermofisher.com/investors.
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version on businesswire.com: https://www.businesswire.com/news/home/20240710235089/en/
Media Contact Information: Sandy Pound Phone: 781-622-1223
E-mail: sandy.pound@thermofisher.com Website:
www.thermofisher.com
Investor Contact Information: Rafael Tejada Phone: 781-622-1356
E-mail: rafael.tejada@thermofisher.com
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