WALTHAM, Mass.– Thermo Fisher Scientific Inc. (NYSE: TMO) (“Thermo Fisher”), the world leader in serving science, today announced that it has completed its acquisition of Olink Holding AB (publ) (“Olink”) (Nasdaq: OLK), a leading provider of next-generation proteomics solutions. The transaction values Olink at approximately $3.1 billion, net of $96 million of acquired cash. Olink will become part of Thermo Fisher’s Life Sciences Solutions segment.
“We are excited to welcome Olink colleagues to Thermo Fisher,” said Marc N. Casper, chairman, president and chief executive officer of 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.”
The Offer was made pursuant to the Purchase Agreement, dated as of October 17, 2023, by and between Thermo Fisher and Olink and as 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 (the “SEC”) on October 31, 2023 (the “Tender Offer Statement”). Thermo Fisher, through its wholly owned subsidiary, Orion Acquisition AB (the “Buyer”), today has accepted for purchase all of the outstanding common shares of Olink (“Shares”) and all of the outstanding American Depositary Shares, each representing one Share of Olink (“ADSs” and collectively with the Shares, “Offer Securities”) that were validly tendered and not properly withdrawn prior to the expiration time of the initial offering period for the Offer Securities for $26.00 per Share and per ADS, in cash (the “Offer”). Buyer will promptly pay cash for tendered and accepted Offer Securities. Upon settlement of the Offer, Thermo Fisher will own Offer Securities representing approximately 98.2% of Olink’s outstanding Shares.
The initial offering period for the Offer and withdrawal rights expired as scheduled at 5:00 p.m., New York time, on July 9, 2024 (the “Expiration Time”). 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 the Expiration Time, approximately 84,755,626 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 the Expiration Time, approximately 37,676,600 ADSs have been validly tendered and not properly withdrawn pursuant to the Offer. These Shares and ADSs collectively represent approximately 98.2% of the outstanding Shares. With all conditions to the Offer satisfied, on July 10, 2024, Buyer has accepted for purchase all Offer Securities that were validly tendered and not properly withdrawn pursuant to the Offer as of the Expiration Time, and payment for such Offer Securities will be made promptly in accordance with the terms of the Offer.
Thermo Fisher also announced the commencement of a subsequent offering period (the “Subsequent Offer”) scheduled to expire at 5:00 p.m., New York time, on July 16, 2024, unless extended (the “Subsequent Offering Period”), as more fully described in the Tender Offer Statement. All Shares and ADSs validly tendered during the Subsequent Offering Period will be immediately accepted for payment, and tendering holders will thereafter promptly be paid the same Offer price of $26.00 per Share or per ADS, as applicable, in cash, without interest and less applicable withholding taxes or other taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated as of October 31, 2023 (together with any amendments and supplements thereto, the “Offer to Purchase”). The procedures for accepting the Offer and tendering Offer Securities during the Subsequent Offering Period are the same as those applicable to the Offer as described in the Offer to Purchase, except that Shares and ADSs validly tendered during the Subsequent Offering Period may not be withdrawn. To acquire any Shares that remain untendered following the completion of the Subsequent Offer, Thermo Fisher intends to initiate a compulsory redemption under the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)).
Olink holders who have validly tendered and not properly withdrawn their Shares or ADSs of Olink prior to the Expiration Time do not need to re-tender their Shares or ADSs or take any other action as a result of the Subsequent Offer.
Olink has requested that the NASDAQ Global Market (“Nasdaq”) suspend trading of Olink ADSs and file a Form 25, Notification of Removal from Listing and/or Registration with the SEC, thereby commencing the process of delisting and deregistering the ADSs. Provided that the criteria for deregistration are met, Olink also intends to terminate its reporting obligations under the Securities Exchange Act of 1934, as amended, by filing a Certification and Notice of Termination of Registration on Form 15 with the SEC. Following delisting from Nasdaq, ADSs of Olink will not be listed or registered on another national securities exchange. Delisting is likely to reduce significantly the liquidity and marketability of any ADSs of Olink that have not been tendered pursuant to the Offer or the Subsequent Offer.
