Offer Now Scheduled to Expire at 5:00 p.m., New
York Time, on April 30, 2024
Thermo Fisher Scientific Inc. (NYSE: TMO) (“Thermo Fisher”), the
world leader in serving science, announced that its wholly owned
subsidiary, Orion Acquisition AB (the “Buyer”), has extended the
expiration time of the offering period of its previously announced
tender offer (the “Offer") to acquire all of the outstanding common
shares (“Shares”) and all of the outstanding American Depositary
Shares, each representing one Share (“ADSs” and, together with the
Shares, the “Offer Securities”), of Olink Holding AB (publ)
(“Olink”) for $26.00 per Share and per ADS, in cash.
The Offer is being made pursuant to the Purchase Agreement,
dated as of October 17, 2023, by and between Thermo Fisher and
Olink. The Offer is now scheduled to expire at 5:00 p.m., New York
time, on April 30, 2024, unless the Offer is extended or earlier
terminated.
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 5:00 p.m.,
New York time, on February 29, 2024, the last business day prior to
the announcement of the extension of the Offer, approximately
84,755,040 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withdrawn pursuant to the Offer.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 5:00 p.m., New York time, on
February 29, 2024, the last business day prior to the announcement
of the extension of the Offer, approximately 33,597,245 ADSs have
been validly tendered and not properly withdrawn pursuant to the
Offer. These Shares and ADSs collectively represent approximately
95.2% of the outstanding Shares as of such time.
Olink shareholders who have already tendered their Shares or
ADSs of Olink do not have to re-tender their Shares or ADSs or take
any other action as a result of the extension of the expiration
time of the Offer.
Completion of the Offer remains subject to the conditions
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 on October 31, 2023.
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.
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, including the proposed
acquisition, may not materialize as expected; the proposed
acquisition not being timely completed, if completed at all;
regulatory approvals required for the transaction not being timely
obtained, if obtained at all, or being obtained subject to
conditions; prior to the completion of the transaction, 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
proposed acquisition; 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, which is 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 reports 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/20240301451560/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
Thermo Fisher Scientific (NYSE:TMO)
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