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Press release from Business Wire

Thermo Fisher Announces Exercise of Over-Allotment Option in Common Stock Offering

Tuesday, June 11, 2013

Thermo Fisher Announces Exercise of Over-Allotment Option in Common Stock Offering

06:00 EDT Tuesday, June 11, 2013

WALTHAM, Mass. (Business Wire) -- Thermo Fisher Scientific Inc. (NYSE:TMO) (“Thermo Fisher” or the “company”) today announced that the underwriters of its previously announced public offering of common stock have exercised their option to purchase an additional 3,859,649 shares of its common stock at $85.50 per share.

Thermo Fisher previously entered into forward sale agreements with affiliates of each of J.P. Morgan and Barclays, which affiliates are referred to as the forward counterparties, with respect to the 25,730,994 shares initially offered for sale and has entered into additional forward sale agreements with respect to the 3,859,649 shares deliverable to the underwriters in connection with the exercise of their over-allotment option. As a result, the forward counterparties are expected to borrow from third parties and sell to the public through the underwriters a total of 29,590,643 shares of common stock in the offering.

J.P. Morgan and Barclays are acting as joint book-running managers and as representatives of the underwriters for the offering. BofA Merrill Lynch is acting as book-running manager for the offering.

Thermo Fisher intends to use any net proceeds it receives upon the future settlement of the forward sale agreements entered into in connection with the offering to fund a portion of its previously announced acquisition of Life Technologies Corporation (“Life Technologies”). The offering, including with respect to the over-allotment shares, is expected to close on or about June 12, 2013, subject to the satisfaction of customary closing conditions.

Thermo Fisher expects to settle the forward sale agreements at or around the time of the closing of the Life Technologies acquisition, which is expected to occur in early 2014, but in no event later than 14 months following June 6, 2013. Although Thermo Fisher expects to settle the forward sale agreements entirely by physical delivery of shares of its common stock, it may, subject to certain conditions, elect cash or net share settlement for all or a portion of its obligations under the forward sale agreements.

The public offering is being made pursuant to an effective shelf registration statement that has been filed with the Securities and Exchange Commission (the “SEC”). A prospectus supplement related to the offering has been filed with the SEC and will be available on the SEC's website at http://www.sec.gov. Copies of the prospectus supplement and the base prospectus relating to these securities may be obtained from:

(i) J.P. Morgan Securities LLC by calling 1-866-803-9204, or by mail at J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, Attn: Prospectus Department;

(ii) Barclays Capital Inc. by calling 1-888-603-5847, by mail at Barclays Capital Inc. c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or by e-mail at Barclaysprospectus@broadridge.com; or

(iii) BofA Merrill Lynch by mail at BofA Merrill Lynch, 222 Broadway, New York, New York 10038, attention: Prospectus Department, or by e-mail at dg.prospectus_requests@baml.com.

The public offering is subject to the satisfaction of customary closing conditions, and there can be no assurance that the forward counterparties (or their respective affiliates) will be able to borrow a number of shares of Thermo Fisher common stock sufficient to cover the number of shares of its common stock to be sold in the offering.

This press release is neither an offer to sell nor a solicitation of an offer to buy any Thermo Fisher common stock or any other security of Thermo Fisher, nor shall there be any sale of its common stock in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Forward-Looking Statements

The company cautions that its current expectations in this release dated June 10, 2013, and the company's plans, objectives, expectations, and intentions, are forward-looking statements which speak only as of the date hereof. The company does not undertake any obligation to update or revise any of the information contained herein whether as a result of new information, future events or otherwise. Actual results could differ materially from current expectations due to a number of factors, including, but not limited to: the company's ability to complete the proposed offering; the forward counterparties' (or their respective affiliates) ability to borrow the offered shares and any shares needed to cover over-allotments, if any; the satisfaction of customary closing conditions with respect to the offering; the need to develop new products and adapt to significant technological change; implementation of strategies for improving growth; general economic conditions including economic conditions in the countries in which Thermo Fisher and Life Technologies sell products, and related uncertainties; dependence on customers' capital spending policies and government funding policies; the effect of exchange rate fluctuations on international operations; the effect of healthcare reform legislation; use and protection of intellectual property; the effect of changes in governmental regulations; and the effect of laws and regulations governing government contracts, as well as the possibility that expected benefits related to the transaction may not materialize as expected; the transaction not being timely completed, if completed at all; prior to the completion of the transaction, Life Technologies' business experiencing disruptions due to transaction-related uncertainty or other factors making it more difficult to maintain relationships with employees, licensees, other business partners or governmental entities; difficulty retaining certain key employees; 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. A discussion of these and other factors can be found in the company's most recent quarterly report and other reports filed with the Securities and Exchange Commission, including, but not limited to, the company's report on Form 10-Q for the quarter ended March 30, 2013.

About Thermo Fisher Scientific

Thermo Fisher Scientific Inc. (NYSE: TMO) is the world leader in serving science. With revenues of $13 billion, Thermo Fisher has 39,000 employees and serves customers within pharmaceutical and biotech companies, hospitals and clinical diagnostic labs, universities, research institutions and government agencies, as well as in environmental and process control industries. Thermo Fisher's products and services help customers solve complex analytical challenges, improve patient diagnostics and increase laboratory productivity.

Thermo Fisher Scientific Inc.
Media:
Karen Kirkwood, 781-622-1306
karen.kirkwood@thermofisher.com
or
Investors:
Ken Apicerno, 781-622-1294
ken.apicerno@thermofisher.com

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