WALTHAM, Mass., Dec. 8, 2021 /PRNewswire/ -- Thermo Fisher
Scientific Inc. (NYSE: TMO), the world leader in serving science,
today announced that it has completed its acquisition of PPD, Inc.
(Nasdaq: PPD), a leading global provider of clinical research
services to the biopharma and biotech industry, for $17.4 billion.
"We are very excited to officially welcome our PPD colleagues to
Thermo Fisher Scientific," said Marc N.
Casper, chairman, president and chief executive officer of
Thermo Fisher Scientific. "Expanding our value proposition for our
biotech and pharmaceutical customers with the addition of PPD's
leading clinical research services advances our work in bringing
life-changing therapies to market, benefitting patients around the
world."
As previously announced, the transaction is expected to
contribute $1.50 to Thermo Fisher's adjusted earnings per share in
2022.1 Details of the 2021 impact will be provided
during Thermo Fisher's fourth
quarter earnings call in early 2022.
Thermo Fisher continues to expect
to realize total synergies of approximately $125 million by year three following close,
consisting of approximately $75
million of cost synergies and approximately $50 million of adjusted operating income benefit
from revenue-related synergies. In connection with the acquisition,
Thermo Fisher will also assume
approximately $3.0 billion in net
debt of PPD. All assumed debt will be retired in connection with
the closing of the transaction.2
With the addition of PPD, Thermo
Fisher will offer a comprehensive suite of world-class
services across the clinical development spectrum − from scientific
discovery, to assessing safety, efficacy, and health care outcomes,
to managing clinical trial logistics, to the development and
manufacturing of the drug product.
In connection with the completion of the transaction, PPD's
common stock ceased trading on Nasdaq prior to the opening of
trading today. PPD will become part of Thermo Fisher's Laboratory Products and Services
Segment.
1 Adjusted earnings per share is a non-GAAP measure
that excludes certain items detailed later in this press release
under the heading "Use of Non-GAAP Financial Measures."
2 This includes PPD's outstanding 4.625% Senior
Notes due 2025 and 5.000% Senior Notes due 2028 issued by Jaguar
Holding Company II and PPD Development, L.P. and guaranteed by PPD,
the holders of which have been notified that PPD will redeem all of
such notes at the redemption prices specified in the governing
indenture, plus interest through the redemption date December 18, 2021.
About Thermo Fisher Scientific
Thermo Fisher Scientific Inc. (NYSE: TMO) is the world leader in
serving science, with annual revenue of approximately $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 of more than
100,000 colleagues 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 communication 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
duration and severity of the COVID-19 pandemic; any natural
disaster, public health crisis or other catastrophic event; 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; 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 acquisition, may not materialize as expected; PPD's
business experiencing disruptions as a result of the acquisition or
due to transaction-related uncertainty or other factors making it
more difficult to maintain relationships with employees, customers,
other business partners or governmental entities; difficulty
retaining 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. 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 for
the year ended December 31, 2020,
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 Quarterly
Reports on Form 10-Q and other documents Thermo Fisher files with the SEC, and in PPD's
Annual Report on Form 10-K for the year ended December 31, 2020, on file with the SEC, and its
subsequent Quarterly Reports on Form 10-Q and in other documents
PPD filed with the SEC. While the company may elect to update
forward-looking statements at some point in the future, the company
specifically disclaims any obligation to do so, even if estimates
change and, therefore, you should not rely on these forward-looking
statements as representing the company's views as of any date
subsequent to today.
Use of Non-GAAP Financial Measures
In addition to the financial measures prepared in accordance
with generally accepted accounting principles (GAAP), Thermo Fisher uses certain non-GAAP financial
measures, including adjusted EPS, which excludes certain
acquisition-related costs, including charges for the sale of
inventories revalued at the date of acquisition and significant
transaction costs; restructuring and other costs/income;
amortization of acquisition-related intangible assets; certain
other gains and losses that are either isolated or cannot be
expected to occur again with any regularity or predictability, tax
provisions/benefits related to the previous items, benefits from
tax credit carryforwards, the impact of significant tax audits or
events, equity in earnings of unconsolidated entities and the
results of discontinued operations. Thermo
Fisher excludes the above items because they are outside of
the company's normal operations and/or, in certain cases, are
difficult to forecast accurately for future periods. Thermo Fisher believes that the use of non-GAAP
measures helps investors to gain a better understanding of the
company's core operating results and future prospects, consistent
with how management measures and forecasts the company's
performance, especially when comparing such results to previous
periods or forecasts.
This press release shall not constitute a notice of redemption
with respect to, or an offer to purchase or sell (or the
solicitation of an offer to purchase or sell) any PPD notes.
Media Contact Information:
Ron O'Brien
Thermo Fisher Scientific
Phone: 781-622-1242
E-mail: ron.obrien@thermofisher.com
Investor Contact Information:
Rafael Tejada
Thermo Fisher Scientific
Phone: 781-622-1356
E-mail: rafael.tejada@thermofisher.com
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SOURCE Thermo Fisher Scientific