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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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third-party tender offer subject to Rule 14d-1.
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issuer tender offer subject to Rule 13e-4.
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going-private transaction subject to Rule 13e-3.
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amendment to Schedule 13D under Rule 13d-2.
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
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(a) |
The following paragraphs are added thereto:
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“On December 15, 2023, Parent and Buyer announced an extension of the Expiration Time until 5:00 p.m., New York time, on January 3, 2024, unless the Offer is further extended or earlier terminated as permitted by the Purchase
Agreement. The Offer was previously scheduled to expire at 5:00 p.m., New York time, on December 14, 2023.
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The Share Tender Agent has advised Parent and Buyer that, as of 5:00 p.m., New York time, on December 14, 2023, approximately 84,755,040 Shares have been validly tendered and not properly withdrawn pursuant to the Offer. The ADS
Tender Agent has advised Parent and Buyer that, as of 5:00 p.m., New York time, on December 14, 2023, approximately 35,985,651 ADSs have been validly tendered and not properly withdrawn pursuant to the Offer. These Shares and ADSs
collectively represent approximately 97.1% of the outstanding Shares as of such time.
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The press release announcing the extension of the Offer is attached hereto as Exhibit (a)(5)(N) and incorporated herein by reference.”
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(b) |
The second paragraph under the sub-heading “Foreign Competition and Investment Laws” in Section 17—“Certain Legal Matters; Regulatory Approvals” on page 55 of the Offer to Purchase is amended and supplemented by adding the following
after the last sentence of such paragraph:
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“The ISP deemed the notification submitted by Parent and Buyer pursuant to the FDI Act complete as of the submission date, December 1, 2023.” |
Exhibit
No.
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Description
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Thermo Fisher Scientific Inc.
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||||
By:
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/s/ Michael A. Boxer
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Name:
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Michael A. Boxer
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Title:
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Senior Vice President and General Counsel
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Date:
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December 15, 2023
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Orion Acquisition AB, a direct, wholly owned subsidiary of
Thermo Fisher Scientific Inc.
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By:
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/s/ Anthony H. Smith
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Name:
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Anthony H. Smith
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Title:
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Chairman and Director
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Date:
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December 15, 2023
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FOR IMMEDIATE RELEASE
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Media Contact Information:
Sandy Pound
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Investor Contact Information:
Rafael Tejada
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Phone: 781-622-1223
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Phone: 781-622-1356
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E-mail: sandy.pound@thermofisher.com
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E-mail: rafael.tejada@thermofisher.com
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Website: www.thermofisher.com
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