Fisher Scientific (NYSE:FSH)
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Fisher Scientific International Inc. (NYSE: FSH) today
announced the commencement of a consent solicitation 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).
On May 8, Fisher Scientific and Thermo Electron Corporation (NYSE:
TMO) entered into a definitive agreement to combine the two companies.
In connection with this transaction, Thermo and Fisher Scientific will
execute supplemental indentures making Thermo a co-obligor on the
notes on a senior subordinated basis.
Fisher Scientific is requesting that holders of the notes as of
Sept. 5, 2006, the record date for the consent solicitation, agree to
certain proposed amendments to the indentures governing the notes. The
proposed amendments to each applicable indenture, if and when they
become effective, 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.
The consent solicitation is subject to the receipt of consents
from holders of at least a majority in aggregate principal amount of
each of these two series of notes and will expire at 5 p.m. EDT
(Eastern Daylight Time) on Sept. 20, 2006, unless extended. Subject to
the terms and conditions of the consent solicitation, if the required
consents are received and the merger is consummated, 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 a consent
payment in the amount of $1.25 for each $1,000 principal amount of
notes. The company will make such payments promptly following the
consummation of the merger.
The consent solicitation may be amended, extended or terminated,
at the option of the company. For a complete statement of the terms
and conditions of the consent solicitation, holders of the notes
should refer to the consent solicitation statement, dated Sept. 6,
2006, which is being sent to all holders of the notes as of the record
date.
Questions regarding the consent solicitation may be directed to
the Solicitation Agent: Deutsche Bank Securities Inc., Liability
Management Group at 866-627-0391 (toll free) or 212-250-2955
(collect). The Information Agent and Tabulation Agent for the consent
solicitation is Global Bondholder Services Corporation. Requests for
assistance in delivering consents or for additional copies of the
consent solicitation statement should be directed to the Information
Agent at 866-470-4200 (toll free) or 212-430-3774 (banks and brokers).
This announcement is not an offer to purchase, a solicitation of
an offer to purchase, or a solicitation of consents with respect to
any securities. The consent solicitation is being made solely by the
consent solicitation statement and is subject to the terms and
conditions stated therein. The company reserves the right to modify
the consent solicitation statement or to terminate 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.