SECURITIES AND EXCHANGE COMMISSION
Amendment No. 3
to
SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
THERMO FISHER SCIENTIFIC INC.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
2.50% CONVERTIBLE SENIOR NOTES DUE 2023
(Title of Class of Securities)
338032 AW 5
338032 AP 0
(CUSIP Numbers of Class of Securities)
Seth H. Hoogasian
Senior Vice President, General Counsel and Secretary
81 Wyman Street
Waltham, Massachusetts 02451
(781) 622-1000
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of the filing person)
With copies to:
| |
|
|
| Hal J. Leibowitz
|
|
Stuart R. Nayman |
| Wilmer Cutler Pickering Hale and Dorr LLP
|
|
Wilmer Cutler Pickering Hale and Dorr LLP |
| 60 State Street
|
|
399 Park Avenue |
| Boston, Massachusetts 02109
|
|
New York, New York 10022 |
| (617) 526-6000
|
|
(212) 230-8800 |
CALCULATION OF FILING FEE
| |
|
|
|
|
|
|
|
| |
| |
Transaction Valuation* |
|
|
Amount of Filing Fee** |
|
| |
$574,462,998.74
|
|
|
$ |
32,055.04 |
|
|
| |
|
|
|
| |
| * |
|
Calculated solely for purposes of determining the amount of
the filing fee. Pursuant to Rule 0-11(b)(1) of the
Securities Exchange Act of 1934, the transaction valuation
was calculated assuming that all 2.50% Convertible Senior
Notes due 2023 (the “Convertible Notes”) of Thermo Fisher
Scientific Inc. (the “Company”) outstanding as of November
12, 2009 will be purchased pursuant to the Offer at a
purchase price of $1,944.96 per $1,000 principal amount of
Convertible Notes, based on the average of the high and low
prices per share of the Company’s common stock reported on
the New York Stock Exchange on November 6, 2009. The final
purchase price per $1,000 principal amount of Convertible
Notes will be determined in accordance with the pricing
formula described in the Company’s Offer to Purchase, dated
November 13, 2009. As of November 12, 2009, there were
Convertible Notes outstanding in an aggregate principal
amount of $295,360,000. |
| |
| ** |
|
The amount of the filing fee is calculated in accordance
with Rule 0-11 under the Securities Exchange Act of 1934, as
amended, by multiplying the Transaction Valuation by
0.00005580. |
| |
| þ |
|
Check the box if any part of the fee is offset as provided
by Rule 0-11(a)(2) and identify the filing with which the
offsetting fee was previously paid. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: $32,055.04
Form or Registration No.: Schedule TO-I (File No. 005-13830)
Filing Party: Thermo Fisher Scientific Inc.
Date Filed: November 13, 2009 |
| |
| o |
|
Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender
offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| o |
|
third-party tender offer subject to Rule 14d-1 |
| |
| þ |
|
issuer tender offer subject to Rule 13e-4 |
| |
| o |
|
going-private transaction subject to Rule 13e-3 |
| |
| o |
|
amendment to Schedule 13D under Rule 13d-2 |
Check the following box if the filing is a final amendment reporting the results of the tender offer: o
INTRODUCTORY STATEMENT
This Amendment No. 3 (this “Amendment No. 3”) amends and supplements the Issuer Tender Offer
Statement on Schedule TO (File No. 005-13830) filed with the Securities and Exchange Commission
(the “SEC”) on November 13, 2009 by Thermo Fisher Scientific Inc., a Delaware Corporation (the
“Company”), pursuant to Rule 13e-4 under the Securities Exchange Act of 1934, as amended, as
amended and supplemented by Amendment No. 1 thereto (“Amendment No. 1”) filed by the Company with
the SEC on November 16, 2009 and Amendment No. 2 thereto (“Amendment No. 2”) filed by the Company
with the SEC on November 20, 2009 (as amended and supplemented by Amendment No. 1 and Amendment No.
2, the “Original Schedule TO” and as further amended and supplemented by this Amendment No. 3, the
“Schedule TO”) and is being filed in connection with the Company’s offer to purchase for cash (the
“Offer”) any and all of its outstanding 2.50% Convertible Senior Notes due 2023 (the “Convertible
Notes”) upon the terms and subject to the conditions set forth in the Company’s Offer to Purchase,
dated November 13, 2009 (as amended and supplemented by Amendment No. 1 and Amendment No. 2, the
“Offer to Purchase”), and the related Letter of Transmittal, each of which is attached as an
exhibit to the Schedule TO. The Offer will expire at 12:00 midnight, New York City time, at the
end of Thursday, December 17, 2009, unless the Offer is extended or earlier terminated by the
Company (as may be extended by the Company, the “Expiration Date”).
Upon the terms and subject to the conditions of the Offer, holders of Convertible Notes who
validly tender and do not validly withdraw their Convertible Notes prior to 12:00 midnight, New
York City time, at the end of the Expiration Date, will receive, for each $1,000 principal amount
of such Convertible Notes, a cash purchase price equal to the sum of (i) the Average VWAP (as
defined in the Offer to Purchase) multiplied by 42.1372 (which is the number of shares of the
Company’s common stock currently issuable upon conversion of $1,000 principal amount of Convertible
Notes) plus (ii) a fixed cash amount of $56.50, provided that in no event will the purchase price
per $1,000 principal amount of such Convertible Notes be less than $1,474.8020. In addition,
holders will receive in respect of their Convertible Notes that are accepted for purchase accrued
and unpaid interest on such Convertible Notes to, but excluding, the settlement date of the Offer.
All amounts payable pursuant to the Offer will be rounded to the nearest cent.
The Company will determine the final purchase price promptly after the close of trading on
the New York Stock Exchange on the Expiration Date. The Company will announce the final purchase
price no later than 4:30 p.m., New York City time, on the Expiration Date, and the final purchase
price will also be available by that time at http://www.gbsc-usa.com/Thermo_Fisher and from Global
Bondholder Services Corporation, the Information Agent for the Offer.
This Amendment No. 3 is being filed to amend and supplement the Original Schedule TO and the
Offer to Purchase by incorporating by reference the Company’s current report on Form 8-K (File No.
001-08002), filed with the SEC on November 25, 2009.
Except as expressly amended and supplemented by this Amendment No. 3, neither the Original
Schedule TO nor the Offer to Purchase shall be amended, supplemented or otherwise modified hereby.
Item 11. Additional Information.
(b) Each of Item 11(b) of the Original Schedule TO and the Offer to Purchase is hereby
amended and supplemented by deleting the third bullet of the first paragraph of the section
entitled “Incorporation of Documents by Reference” in the Offer to Purchase and replacing such
third bullet with the following:
| |
• |
|
Our current reports on Form 8-K, filed with the SEC on February 27, 2009,
March 27, 2009, May 27, 2009, July 9, 2009, September 15, 2009, November 10,
2009, November 13, 2009, November 20, 2009 and
November 25, 2009 (other than
any information in such reports that is deemed to have been furnished to,
rather than filed with, the SEC in accordance with SEC rules). |