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FSH Fisher Scientific

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Share Name Share Symbol Market Type
Fisher Scientific NYSE:FSH NYSE Ordinary Share
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Fisher Scientific Announces Successful Completion of Consent Solicitation

21/09/2006 1:30pm

Business Wire


Fisher Scientific (NYSE:FSH)
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Fisher Scientific International Inc. (NYSE: FSH) today announced that it has received the required consents from note holders to execute supplemental indentures amending the indentures relating to its: -- 6 3/4 percent Senior Subordinated Notes due 2014 (CUSIP No: 338032 AZ 8), and -- 6 1/8 percent Senior Subordinated Notes due 2015 (CUSIP No: 338032 BB 0). The consents were obtained in accordance with Fisher Scientific's consent solicitation, which commenced Sept. 6, 2006, and expired at 5 p.m. Eastern Daylight Time (EDT) on Sept. 20, 2006. On May 8, Fisher Scientific and Thermo Electron Corporation (NYSE: TMO) announced an agreement to combine the two companies. In connection with this transaction, Thermo will become a co-obligor on the notes on a senior subordinated basis. The supplemental indentures executed in connection with the consent solicitation will (i) modify the covenant that requires the company to provide certain information to the applicable trustee and holders such that the filing of periodic reports with the Securities and Exchange Commission (SEC) by Thermo, the direct parent of Fisher Scientific after the merger, will satisfy the information requirement; and (ii) modify the provision addressing the effect of credit ratings on certain covenants such that the rating necessary for termination or suspension of such covenants will be the rating of the relevant series of notes. In accordance with the terms of the consent solicitation, the company will pay to each holder who has validly delivered (and not revoked) a consent on or prior to 5 p.m. EDT on the expiration date the amount of $1.25 for each $1,000 principal amount of notes. However, no payment will be made unless and until the merger between Fisher Scientific and Thermo is consummated. Deutsche Bank Securities Inc. acted as Solicitation Agent, and Global Bondholder Services Company acted as Information Agent and Tabulation Agent for the consent solicitation. Fisher Scientific: The World Leader in Serving Science Fisher Scientific International Inc. (NYSE: FSH) is a leading provider of products and services to the scientific community. Fisher facilitates discovery by supplying researchers and clinicians in labs around the world with the tools they need. We serve pharmaceutical and biotech companies; colleges and universities; medical-research institutions; hospitals; reference, quality-control, process-control and R&D labs in various industries; as well as government agencies. From biochemicals, cell-culture media and proprietary RNAi technology to rapid-diagnostic tests, safety products and other consumable supplies, Fisher provides more than 600,000 products and services. This broad offering, combined with Fisher's globally integrated supply chain and unmatched sales and marketing capabilities, helps make our 350,000 customers more efficient and effective at what they do. Founded in 1902, Fisher Scientific is a FORTUNE 500 company and is a component of the S&P 500 Index. With approximately 19,500 employees worldwide, the company had revenues of $5.6 billion in 2005. Fisher Scientific is a company committed to delivering on our promises -- to customers, shareholders and employees alike. Additional information about Fisher is available on the company's Web site at www.fisherscientific.com. Forward-looking Statements This announcement includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All such statements are based on current expectations and projections about future events. No assurances can be given that Fisher Scientific's assumptions and expectations will prove to have been correct, and actual results could vary materially from these assumptions and expectations. Important factors that could cause actual results to differ materially from the results predicted include challenges presented by our acquisitions; economic and political risks related to our international operations; changes in the healthcare industry; the impact of government regulation; dependence on our customers' research and development efforts; and changes or disruptions in our relationships with our customers, suppliers and key employees, together with other potential risks and uncertainties, all of which are detailed under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Fisher Scientific's annual reports on Form 10-K and its other filings with the Securities and Exchange Commission. Copies of such reports are available on Fisher Scientific's Web site at www.fisherscientific.com and on the SEC's Web site at www.sec.gov. Fisher Scientific undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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