Merger will create ‘leading provider’ of lab products, services

Waltham, MA and Hampton, NH —The merger of Thermo Electron Corp. and Fisher Scientific International Inc. will reportedly create “the leading provider of laboratory products and services in the high-growth life, laboratory, and health sciences industry.” A joint announcement made by the companies last week said both boards of directors unanimously approved a definitive agreement to combine the companies in a tax-free, stock-for-stock exchange.

The new company will be called Thermo Fisher Scientific Inc. and is expected to have more than $9 billion in revenues and $1 billion in cash flow in 2007. The two companies are said to have complementary technology leadership in instrumentation, life science consumables, software, and services that will position the new firm to provide integrated, end-to-end technical solutions. The combined company will employ approximately 7,500.

The agreement gives Fisher shareholders 2 shares of Thermo common stock for each share of Fisher common stock owned. Upon completion of the transaction, Thermo shareholders will own approximately 39% of the combined company, Fisher shareholders approximately 61%. The transaction will be treated as a reverse merger with Thermo as the acquirer.

Marijn E. Dekkers, president and chief executive officer of Thermo, will assume that role for the combined company. Paul M. Meister, vice chairman of the board for Fisher, will become chairman of the board of the combined company. Thermo Scientific’s board of directors will include five members nominated by Thermo and three by Fisher. The new company will be headquartered in Waltham, MA, but will continue to have an office in Hampton, NH. The transaction is subject to approval by shareholders of each company, closing conditions, and regulatory approvals. The transaction is expected to close fourth-quarter 2006.

— Control Engineering Daily News Desk Jeanine Katzel , senior editor

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