UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Waltham, Massachusetts 02451

Telephone:  (781) 622-1000

This Amendment No. 7 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (as amended and together with any subsequent amendments and supplements thereto, the “Schedule TO”), filed with the U.S. Securities and Exchange Commission (the “Commission”) on October 31, 2023, by Thermo Fisher Scientific Inc., a Delaware corporation (“Parent”). The Schedule TO relates to the tender offer (the “Offer”) by Orion Acquisition AB, a private limited liability company organized under the laws of Sweden (“Buyer”), a direct, wholly owned subsidiary of Parent, to purchase all of the outstanding common shares, quota value SEK 2.431906612623020 per share (the “Shares”), and all of the outstanding American Depositary Shares, each representing one Share (the “ADSs” and together with the Shares, the “Offer Securities”), of Olink Holding AB (publ), Reg. No. 559189-7755, a public limited liability company organized under the laws of Sweden (“Olink”), in exchange for $26.00 per Share (that is not represented by an ADS) or $26.00 per ADS, as applicable, in cash, without interest (such amount per Share and ADS paid pursuant to the Offer in accordance with the Purchase Agreement (as defined in the Schedule TO)), and 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 related ADS Letter of Transmittal and the related Acceptance Form for Shares, copies of each of which are attached to the Schedule TO as exhibits (a)(1)(A), (a)(1)(B) and (a)(1)(C), respectively.

Except to the extent specifically provided in this Amendment, the information set forth in the Schedule TO remains unchanged. This Amendment is being filed to clarify and expand upon certain disclosures regarding the Offer in response to comments from the Commission.

Items 1 through 9 and Item 11.

The Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as follows:

The following struck through language is removed from the first full paragraph on page iv of the Offer to Purchase:

THIS OFFER IS BEING MADE TO ALL HOLDERS OF OFFER SECURITIES. THIS OFFER TO PURCHASE AND RELATED MATERIALS, INCLUDING THE ADS LETTER OF TRANSMITTAL AND ACCEPTANCE FORM FOR SHARES, WILL NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW BY ANY MEANS WHATSOEVER INCLUDING, WITHOUT LIMITATION, MAIL, FACSIMILE TRANSMISSION, E-MAIL OR TELEPHONE. THE OFFER CANNOT BE ACCEPTED BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR FROM WITHIN ANY JURISDICTION WHERE PROHIBITED BY LAW.

The following bold and underlined language is added to and the following struck through language is removed from the sixth full paragraph on page 7 of the Offer to Purchase in response to the question “If I accept the Offer, how will I get paid?”:

If Buyer elects, in its sole discretion, to provide for a subsequent offering period, Buyer will (i) accept and promptly after the Expiration Time pay for all Offer Securities validly tendered and not properly withdrawn prior to the Expiration Time in accordance with Rule 14e-1 of the Exchange Act and (ii) accept and promptly pay for all validly tendered and not properly withdrawn Offer Securities validly tendered during such subsequent offering period in accordance with Rule 14d-11 of the Exchange Act.

The following bold and underlined language is added to the first paragraph on page 10 of the Offer to Purchase in response to the question “If the Offer is completed, will Olink continue as a publicly traded company?”:

The following bold and underlined language is added to the first paragraph on page 11 of the Offer to Purchase in response to the question “If I decide not to tender, how will the Offer affect my Shares or ADSs?”:

In the event that Buyer chooses to acquire Shares and ADSs representing less than 90% but greater than 50% of the issued and outstanding Shares (excluding any Shares held in treasury by the Company or owned by any of the Company’s subsidiaries), including if Buyer chooses, in its sole discretion, to reduce or waive the Minimum Tender Condition and consummate the Offer, then (i) Buyer would hold a majority of the outstanding equity interests in Olink but Chapter 22 of the Swedish Companies Act would not be available to Buyer to effect the Compulsory Redemption and the non-tendering shareholders would continue to hold their Shares as minority shareholders and would have any rights granted to minority shareholders under applicable Swedish law, (ii) Olink would qualify as a “controlled company” under the Nasdaq listing rules such that Buyer would be able to, and Buyer currently expects that it would, subject to and in accordance with Swedish law, elect all of the directors of the Olink Board and (iii) in the event that Olink ceases to meet the listing requirements under the Nasdaq rules, Buyer will cause the ADSs to be delisted from Nasdaq and deregistered under the Exchange Act. See Section 13—“Purpose of the Offer; Plans for Olink” and Section 14—“Certain Effects of the Offer—Nasdaq Listing”.

The following bold and underlined language is added to and the following struck through language is removed from the fifth full paragraph on page 50 of the Offer to Purchase in Section 13—“Purpose of the Offer; Plans for Olink”:

To the extent Buyer chooses, in its sole discretion, to acquire Shares and ADSs representing less than 90% but greater than 50% of the issued and outstanding Shares (excluding any Shares held in treasury by Olink or owned by any of Olink’s subsidiaries), Buyer would hold a majority of the outstanding equity interests in Olink but Chapter 22 of the Swedish Companies Act would not be available to Buyer to effect the Compulsory Redemption., and Further, in this scenario, the non-tendering shareholders would continue to hold their Shares as minority shareholders and would have any rights granted to minority shareholders under applicable Swedish law. Swedish law prohibits the board of directors and the managing director of a company from adopting any resolutions or undertaking any other measures that would give an undue advantage to one shareholder to the disadvantage of the company or another shareholder, contravene the company’s business purpose as stated in the articles of association or contravene such company’s obligation to pursue a profit. Subject to certain exceptions, Swedish law further provides that any shareholder, regardless of the number of shares that such shareholder owns, has the right at a general meeting to request information from the board of directors and the managing director. For additional information with respect to the rights of shareholders under the Swedish Companies Act, please see Olink’s Description of Securities attached as Exhibit 2.5 to Olink’s Annual Report on Form 20-F for the year ended December 31, 2022, filed with the SEC on March 27, 2023, solely with respect to the disclosure therein related thereto.

Upon Buyer’s acquisition of a majority of Olink, Olink would qualify as a “controlled company” under the Nasdaq listing rules and Buyer would be able to, and Buyer currently expects that it would, subject to and in accordance with Swedish law, elect all of the directors of the Olink Board. In the event Olink ceases to meet the listing requirements under the Nasdaq rules, Buyer will cause the ADSs to be delisted from Nasdaq and deregistered under the Exchange Act, as discussed in Section 14—“Certain Effects of the Offer—Stock Quotation; Exchange Act Registration”. Buyer is under no obligation to reduce or waive the Minimum Tender Condition and may elect, in its sole discretion, to permit the Offer to expire without consummating the Offer.

The following bold and underlined language is added as a new sub-section after the third full paragraph on page 51 of the Offer to Purchase in Section 14—“Certain Effects of the Offer”:

The following bold and underlined language is added to the second full paragraph on page 53 of the Offer to Purchase in Section 16—“Conditions to the Offer”:

The Offer Conditions are for the benefit of Parent and Buyer and may be waived (where permitted by applicable law) by Parent or Buyer in whole or in part at any time or from time to time prior to the Expiration Time, in each case, subject to the terms and conditions of the Purchase Agreement. The failure by Parent or Buyer at any time to exercise any of the foregoing rights will not be deemed a waiver of any such right, and each such right will be deemed an ongoing right which may be asserted at any time and from time to time. In accordance with Rule 14d-6(c) of the Exchange Act, any material change in information provided or sent to Olink shareholders, and any determination that an Offer Condition will be waived or that Parent or Buyer will terminate the Purchase Agreement pursuant to the terms thereof on the basis that an Offer Condition has not been satisfied (and the basis for such termination) will be promptly disclosed to such Olink Shareholders by an amendment to this Offer to Purchase.