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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 paragraph under the sub-heading “Germany Merger Control Compliance” in Section 17—“Certain Legal Matters; Regulatory Approvals” on page 54 of the Offer to Purchase is amended and supplemented by adding the following after the
last sentence of such paragraph:
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“Parent has withdrawn its November 22, 2023 notification and intends to refile its notification with the German Bundeskartellamt on or about January 15, 2024. The waiting period for the new Phase 1 review will expire one month from the date on which Parent refiles its notification unless earlier terminated by the German Bundeskartellamt.” |
(b) |
The information set forth 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 first full paragraph:
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“UK Antitrust Compliance. The UK’s Competition and Markets Authority (the “CMA”) has notified Parent and Buyer that it intends to open a Phase 1 investigation into the proposed
acquisition of Olink. Parent and Buyer will submit a draft merger notification filing in January 2024, and the completion of the Transactions is subject to notice from the CMA that it has approved the Transactions or otherwise
discontinued its investigation.
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The parties are working cooperatively with the regulators and continue to expect the Offer to be completed by mid-2024.”
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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 22, 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 22, 2023
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