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Fisher Scientific, Thermo Electron to Merge in $10.6B Deal

NEW YORK, May 8 (GenomeWeb News) - Thermo Electron and Fisher Scientific announced today that they will merge in a stock-for-stock deal expected to result in a company with $9 billion in revenues and $1 billion in cash flow in 2007.


The deal was unanimously approved by the boards for both companies and is expected to close in the fourth quarter. The resultant company will be named Thermo Fisher Scientific.


Under the terms of the deal, Fisher shareholders will receive 2 shares of Thermo common stock for each share of Fisher held. Based on Thermo's closing price of $39.45 per share on May 5, the deal values Fisher's stock at $78.90.


Fisher shares closed at $73.73 on Friday.


Upon consummation of the deal, which is being structured as a reverse merger by Thermo, Thermo shareholders will own about 39 percent of the new company and Fisher shareholders will own the remaining 61 percent.


"This combination brings together two well-respected industry leaders in the life, laboratory and health sciences marketplace to create a company that has the product breadth, global reach and operational expertise to drive significant value for shareholders, customers and employees," Marijn Dekkers, president and CEO of Thermo, said in a statement. By merging the companies, "we expect to accelerate growth by further penetrating our vast customer base ... [which] will benefit from a partnership that can provide integrated, end-to-end application solutions to reduce their costs and increase efficiency," he added.


The companies said that the merger will be accretive to earnings, and Thermo expects 2007 adjusted earnings per share of the combined company to be in the range of $2.27 to $2.37, reflecting accretion of approximately 18 percent to Thermo's consensus 2007 adjusted earnings per share. Additionally, the deal is expected to result in a 20 percent compound annual growth rate in adjusted earnings per share over three years.


Thermo and Fisher also said that the merger will generate $200 million of cost and revenue-related synergies in three years. Next year's synergies are expected to be at least $75 million.


Thermo Fisher Scientific will be headquartered in Waltham, Mass., and will continue to have an office in Hampton, N.H.


Following completion of the merger, Dekkers will become president and CEO of Thermo Fisher Scientific. Paul Meister, vice chairman of the board for Fisher, will become chairman of the board of the combined company. Paul Montrone, chairman and chief executive officer of Fisher, will step down but remain an advisor. Jim Manzi, chairman of the board of Thermo, will serve on the board of directors of the combined company. Thermo Fisher Scientific's board of directors will be comprised of eight members, with five nominated by Thermo and three nominated by Fisher.

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