Thermo and Fisher Merge, Creating Lab-Equipment Giant

Thermo Electron Corp. (Waltham, MA, USA) and Fisher Scientific International Inc. (Hampton, NH, USA), have announced that the boards of both companies have approved an agreement to combine the two companies in a tax-free, stock-for-stock transforming merger that will create the world's leading provider of fully integrated, end-to-end solutions in the life, laboratory, and health sciences industry.

Under the terms of the agreement, Fisher shareholders will receive two shares of Thermo common stock for each share of Fisher common stock they own. Based on Thermo's closing price of $39.45 per share on May 5, 2006, this represents a value of $78.90 per Fisher share, or an aggregate equity value of $10.6 billion. Upon completion of the transaction, Thermo's shareholders will own about 39% of the combined company, while Fisher shareholders will own around 61%. The transaction, expected to close in the fourth quarter of 2006, will be treated as a reverse merger, with Thermo as the acquirer.

This new provider of laboratory products and services in the life, laboratory, and health sciences industry will be called Thermo Fisher Scientific Inc. The company will have its headquarters in Waltham (MA, USA) and is expected to have revenues of more than U.S.$9 billion in 2007. The two firms have complementary technology leadership in instrumentation, life-science consumables, software, and services. Thermo Fisher Scientific will have an industry-leading global sales and service organization, with nearly 7,500 professionals serving its customers worldwide.

The current president and chief executive officer of Thermo, Marijn E. Dekkers, will become president and CEO of the combined company, while Paul M. Meister, vice chairman of Fisher's board, will become chairman of the board of the combined company. Paul M. Montrone, chairman and CEO of Fisher, will be stepping aside in support of the new management team but will remain as an advisor to the company, concentrating on launching new business opportunities.

"This combination brings together two well-respected industry leaders in the life, laboratory, and health sciences marketplace to create a company that has the breadth, global reach, and operational expertise to drive significant value for shareholders, customers, and employees,” said Mr. Dekkers. "Both Thermo and Fisher have strong track records of acquisition success and margin expansion. By combining our companies' complementary world-class product and service offerings with Fisher's unparalleled customer access, we expect to accelerate growth by further penetrating our vast customer base.”

"This is a great transaction that provides Fisher shareholders with enhanced value both today and over the long term,” noted Mr. Meister. "The upside potential we see as a result of our combination is compelling. By leveraging the operating expertise at both companies, we anticipate realizing the strategic and financial benefits of this transaction quickly and efficiently.”



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