Thermo Fisher Announces Completion Of Olink Acquisition & Offering Period Launch

Thermo Fisher Scientific Inc. (NYSE: TMO), a global leader in scientific services, has successfully finalized the acquisition of Olink Holding AB (publ) (Nasdaq: OLK), a prominent provider of advanced proteomics solutions. The acquisition, valued at about $3.1 billion after deducting acquired cash totaling $96 million, integrates Olink into Thermo Fisher's Life Sciences Solutions segment.

Marc N. Casper, Chairmam, President & CEO of Thermo Fisher, said that “We are excited to welcome Olink colleagues to 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.”

Thermo Fisher made an offer under the Purchase Agreement dated October 17, 2023, with Olink, detailed in the tender offer statement on Schedule TO, filed with the SEC on October 31, 2023. Today, Thermo Fisher's wholly owned subsidiary, Orion Acquisition AB ("Buyer"), has accepted all validly tendered and not withdrawn outstanding common shares ("Shares") and American Depositary Shares ("ADSs") of Olink at $26.00 per Share and per ADS in cash. Buyer will promptly settle by paying cash for the accepted Offer Securities. Following settlement, Thermo Fisher will possess approximately 98.2% of Olink’s outstanding Shares.

The initial offering period for the Offer, along with withdrawal rights, concluded as scheduled at 5:00 p.m., New York time, on July 9, 2024 (the “Expiration Time”). DNB Markets, part of DNB Bank ASA, Sweden Branch, acting as the depositary and paying agent for the Offer regarding the Shares, informed Thermo Fisher and the Buyer that, by the Expiration Time, approximately 84,755,626 Shares had been tendered validly and not withdrawn in accordance with the Offer.

Similarly, The Bank of New York Mellon, serving as the tender agent for the Offer concerning the ADSs, notified Thermo Fisher and the Buyer that approximately 37,676,600 ADSs had been tendered validly and not withdrawn by the Expiration Time. Together, these Shares and ADSs represent about 98.2% of the outstanding Shares. With all Offer conditions fulfilled, the Buyer has accepted all Offer Securities that were validly tendered and not withdrawn by the Expiration Time on July 10, 2024. Payment for these Offer Securities will be promptly executed in accordance with the Offer terms.

Thermo Fisher has also announced the launch of a subsequent offering period (the "Subsequent Offer"), set to conclude at 5:00 p.m., New York time, on July 16, 2024, unless extended, as outlined in the Tender Offer Statement. During this period, all validly tendered Shares and ADSs will be promptly accepted for payment at the same price of $26.00 per Share or per ADS, in cash, subject to terms detailed in the Offer to Purchase dated October 31, 2023 (and any subsequent amendments or supplements).

The procedures for tendering Shares and ADSs in the Subsequent Offering Period mirror those described in the Offer to Purchase, with the exception that tenders made cannot be withdrawn. Following the Subsequent Offer, Thermo Fisher plans to initiate compulsory redemption under the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) to acquire any remaining untendered Shares. Holders who have already tendered their Olink Shares or ADSs prior to the Expiration Time are not required to re-tender or take additional action in response to the Subsequent Offer.