Highly Complementary to Thermo Fisher’s
Bioproduction Business and Strengthens Offering in the High Growth
Bioprocessing Market
Thermo Fisher Scientific Inc. (NYSE: TMO) (“Thermo Fisher”), the
world leader in serving science, today announced that the company
has entered into a definitive agreement with Solventum (NYSE: SOLV)
to acquire Solventum’s Purification & Filtration business for
approximately $4.1 billion in cash.
Solventum’s Purification & Filtration business is a leading
provider of purification and filtration technologies used in the
production of biologics as well as in medical technologies and
industrial applications. The Solventum business operates globally
with sites across the Americas, Europe, the Middle East, Africa,
and the Asia-Pacific region, and has approximately 2,500
colleagues. In 2024, Solventum’s Purification & Filtration
business generated approximately $1 billion of revenue.
Solventum’s Purification & Filtration business is highly
complementary to Thermo Fisher’s bioproduction business. Today,
Thermo Fisher has a leading portfolio of offerings in cell culture
media and single-use technologies. Solventum’s innovative
filtration portfolio broadens Thermo Fisher’s capabilities in the
development and manufacturing of biologics, spanning upstream and
downstream workflows.
“The addition of Solventum’s business is an outstanding
strategic fit with our company and will create significant value
for our customers and shareholders,” said Marc N. Casper, chairman,
president and chief executive officer of Thermo Fisher.
“Solventum’s portfolio of solutions will be valued by our
customers, and further demonstrate our disciplined capital
deployment strategy which has an excellent track record of creating
shareholder value.”
Casper continued, “As the trusted partner to our customers,
Solventum’s Purification & Filtration business will expand and
add differentiated capabilities to our bioprocessing portfolio to
better serve our customers in this rapidly growing market. We look
forward to welcoming our new colleagues to Thermo Fisher.”
The transaction is expected to be completed by the end of 2025
and is subject to customary closing conditions and regulatory
approvals. Once the transaction closes, Solventum’s Purification
& Filtration business will become part of Thermo Fisher's Life
Sciences Solutions segment.
Solventum’s Purification & Filtration, as part of Thermo
Fisher, is expected to generate mid- to high-single digit organic
growth and the application of the PPI Business System will enable
strong margin expansion and meaningful synergy realization. In the
first year of ownership, the transaction is expected to be dilutive
to adjusted EPS1 by $0.06. Excluding financing costs, the
transaction is expected to be accretive by $0.28 in that period.
This reflects the very strong day one cost synergies when
Solventum’s allocated segment costs are replaced by lower run rate
costs within Thermo Fisher, partially offset in year one by
one-time business stand up costs. Thermo Fisher expects to realize
approximately $125 million of adjusted operating income from
revenue and cost synergies by year five following the close. The
expected long-term business growth, margin expansion opportunity
and synergy realization make the financial returns on the
transaction very compelling with a double-digit internal rate of
return.
1Adjusted earnings per share and adjusted operating income are
non-GAAP measures that exclude certain items detailed later in this
press release under the heading "Use of Non-GAAP Financial
Measures."
Advisors
For Thermo Fisher, WilmerHale is serving as principal deal
counsel and Wells Fargo as exclusive financial advisor.
About Thermo Fisher Scientific
Thermo Fisher Scientific Inc. is the world leader in serving
science, with annual revenue over $40 billion. Our Mission is to
enable our customers to make the world healthier, cleaner and
safer. Whether our customers are accelerating life sciences
research, solving complex analytical challenges, increasing
productivity in their laboratories, improving patient health
through diagnostics or the development and manufacture of
life-changing therapies, we are here to support them. Our global
team delivers an unrivaled combination of innovative technologies,
purchasing convenience and pharmaceutical services through our
industry-leading brands, including Thermo Scientific, Applied
Biosystems, Invitrogen, Fisher Scientific, Unity Lab Services,
Patheon and PPD. For more information, please visit
www.thermofisher.com.
Forward-Looking Statements
This communication contains forward-looking statements that
involve a number of risks and uncertainties. Words such as would,”
"believes," "anticipates," "plans," "expects," "seeks,"
"estimates," and similar expressions are intended to identify
forward-looking statements, but other statements that are not
historical facts may also be deemed to be forward-looking
statements. Important factors that could cause actual results to
differ materially from those indicated by forward-looking
statements include risks and uncertainties relating to: any natural
disaster, public health crisis or other catastrophic event; the
need to develop new products and adapt to significant technological
change; implementation of strategies for improving growth; general
economic conditions and related uncertainties; dependence on
customers' capital spending policies and government funding
policies; the effect of economic and political conditions and
exchange rate fluctuations on international operations; use and
protection of intellectual property; the effect of changes in
governmental regulations; and the effect of laws and regulations
governing government contracts, as well as the possibility that
expected benefits related to recent or pending acquisitions,
including the proposed acquisition of Solventum’s Purification
& Filtration business, may not materialize as expected; the
proposed acquisition of Solventum’s Purification & Filtration
business being timely completed, if completed at all; regulatory
approvals required for the transaction not being timely obtained,
if obtained at all, or being obtained subject to conditions;
Solventum’s Purification & Filtration business experiencing
disruptions as a result of the acquisition or due to
transaction-related uncertainty or other factors making it more
difficult to maintain relationships with employees, customers,
other business partners or governmental entities; difficulty
retaining key employees; the outcome of any legal proceedings
related to the proposed acquisition of Solventum’s Purification
& Filtration business; and the parties being unable to
successfully implement integration strategies or to achieve
expected synergies and operating efficiencies within the expected
time-frames or at all. Additional important factors that could
cause actual results to differ materially from those indicated by
such forward-looking statements are set forth in Thermo Fisher's
most recent annual report on Form 10-K, which is on file with the
U.S. Securities and Exchange Commission ("SEC") and available in
the "Investors" section of Thermo Fisher's website,
ir.thermofisher.com, under the heading "SEC Filings". While Thermo
Fisher may elect to update forward-looking statements at some point
in the future, Thermo Fisher specifically disclaims any obligation
to do so, even if estimates change and, therefore, you should not
rely on these forward-looking statements as representing Thermo
Fisher’s views as of any date subsequent to today.
Use of Non-GAAP Financial Measures
In addition to the financial measures prepared in accordance
with generally accepted accounting principles (GAAP), Thermo Fisher
uses certain non-GAAP financial measures, including adjusted
earnings per share, and adjusted operating income, which excludes
certain acquisition-related costs, including charges for the sale
of inventories revalued at the date of acquisition and significant
transaction costs; restructuring and other costs/income;
amortization of acquisition-related intangible assets; certain
other gains and losses that are either isolated or cannot be
expected to occur again with any regularity or predictability, tax
provisions/benefits related to the previous items, benefits from
tax credit carryforwards, the impact of significant tax audits or
events, equity in earnings of unconsolidated entities and the
results of discontinued operations, as applicable. Thermo Fisher
excludes the above items because they are outside of the company's
normal operations and/or, in certain cases, are difficult to
forecast accurately for future periods. We use organic growth,
which is reported revenue growth, excluding the impacts of
acquisitions/divestitures and the effects of currency translation.
Thermo Fisher reports this measure because its management believes
that in order to understand the company’s short-term and long-term
financial trends, investors may wish to consider the impact of
acquisitions/divestitures and/or foreign currency translation on
revenues. Thermo Fisher management uses this measure to forecast
and evaluate the operational performance of the company as well as
to compare revenues of current periods to prior periods. Thermo
Fisher believes that the use of non-GAAP measures helps investors
to gain a better understanding of the company's core operating
results and future prospects, consistent with how management
measures and forecasts the company's performance, especially when
comparing such results to previous periods or forecasts. Thermo
Fisher does not provide GAAP financial measures on a
forward-looking basis because we are unable to predict with
reasonable certainty and without unreasonable effort items such as
the timing and amount of future restructuring actions and
acquisition-related charges as well as gains or losses from sales
of real estate and businesses, the early retirement of debt and the
outcome of legal proceedings. The timing and amount of these items
are uncertain and could be material to Thermo Fisher’s results
computed in accordance with GAAP.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20250225251876/en/
Media: Sandy Pound Thermo Fisher Scientific Phone: 781-622-1223
E-mail: sandy.pound@thermofisher.com Investor: Rafael Tejada Thermo
Fisher Scientific Phone: 781-622-1356 E-mail:
rafael.tejada@thermofisher.com
Thermo Fisher Scientific (NYSE:TMO)
Historical Stock Chart
From Jan 2025 to Feb 2025
Thermo Fisher Scientific (NYSE:TMO)
Historical Stock Chart
From Feb 2024 to Feb 2025
