Filed by Thermo Electron Corporation
Pursuant to Rule 425 under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: Fisher Scientific International Inc.
Commission File No. 1-10920
[VIA E-MAIL]
SUBJECT LINE: IMPORTANT COMPANY ANNOUNCEMENT
May 8, 2006
Dear Colleague,
This is an historic day for Thermo. Today we announced our plans to combine with
Fisher to create THE leading life, laboratory and health sciences company in the
industry. The combination of our complementary technology leadership positions
in instrumentation, life science consumables, software and services will provide
farther-reaching integrated solutions for our joint customers around the world.
For those of you who may not be familiar, Fisher is a leading provider of
products and services to the global scientific research and clinical laboratory
community. Fisher and its 19,500 employees serve more than 350,000 customers
around the world, including pharmaceutical and biotech companies, colleges and
universities, medical-research institutions, hospitals and R&D laboratories, as
well as government agencies.
Upon the close of this transaction, the new company will be called Thermo Fisher
Scientific. It will be headquartered out of our offices in Waltham, MA, and I
will serve as Thermo Fisher's president and chief executive officer. Paul M.
Meister, currently vice chairman of the board for Fisher, will be chairman of
the combined company. The joint press release we issued regarding this exciting
combination can be found in a special new section, Thermo Fisher Scientific
News, on Thermo.net.
We believe Fisher Scientific is the perfect strategic fit for Thermo. Together,
we will have:
o Combined annual revenues of approximately $9 billion (USD);
o Complementary technology leadership positions in instrumentation, life
science consumables, software and services combined with unparalleled
customer connectivity to effectively reach and further penetrate a
highly fragmented customer base and accelerate growth;
o Enhanced international presence in emerging markets, customer reach
and opportunities for cross-selling;
o Increased cash flow and a solid balance sheet that will position us to
accelerate earnings growth both organically and through acquisitions;
o An exceptional team of 30,000 talented and experienced employees. We
expect this combination of industry leaders to benefit our customers
and to result in greater opportunities for both companies' employees.
I believe this is a compelling combination and hope you share my enthusiasm.
Change of this magnitude, of course, raises many questions for employees. Our
pledge is to be as informative as possible as we progress toward closing this
transaction and during the integration period to follow.
We believe the transaction will close by the end of 2006, following approval by
both companies' shareholders as well as customary closing conditions and
regulatory approvals. Given the complementary nature of our businesses, we
expect to realize the benefits of this transaction quickly and efficiently
following the transaction's close.
Until then, Thermo and Fisher remain separate companies. For us at Thermo, it
must be business as usual - continuing to focus on our customers and executing
against our strategic and
operating plan. Communications with Fisher regarding our business and marketing
plans, customer information, pricing and other sensitive information must be
avoided.
In the meantime, please refer to the Thermo Fisher Scientific News section on
Thermo.net, where we will post developments and progress throughout the approval
process.
As individual companies, Thermo and Fisher have achieved strong financial
performance through organic growth and operating margin expansion. By uniting
our complementary capabilities, we are creating a global leader with product
breadth, global reach and operational expertise to drive significant value for
our shareholders, customers and employees. I look forward to talking to you more
about this exciting combination in the coming weeks.
As we move forward to combine Thermo and Fisher, I ask you - in the spirit of
PPI - to continue your hard work and dedication to our customers. Our focus has
been on creating the most comprehensive, innovative solutions for our customers;
this combination with Fisher enables us to continue our momentum.
Regards,
Marijn E. Dekkers
President & CEO
THERMO
FREQUENTLY ASKED QUESTIONS
5/8/06
1. WHO IS FISHER?
Fisher is a leading provider of products and services to the global
scientific research and U.S. clinical laboratory community. For more
than 100 years, Fisher has played an important role in aiding scientific
discovery. Fisher serves pharmaceutical and biotech companies, colleges
and universities, medical-research institutions, hospitals and R&D
laboratories, as well as government agencies. Fisher offers more than
600,000 products to 350,000 customers in 150 countries. Fisher and its
19,500 employees are committed to maintaining high standards and to
helping to make customers more efficient and effective at what they do.
2. WHY ARE THERMO AND FISHER COMBINING?
This combination will create the leading provider of laboratory products
and services in the high-growth life, laboratory and health sciences
industry. By combining Thermo and Fisher's complementary technology
leadership positions in instrumentation, life science consumables,
software and services, the combined company will be uniquely positioned
to provide integrated, end-to-end technical solutions to its customers
worldwide. The combined company will have an industry leading global
sales and service organization. Our customers will benefit from a
partnership that can provide end-to-end application solutions and has
the scale and scope to develop breakthrough integrated workflow
solutions to reduce their costs and increase efficiency.
3. WHAT WILL THE NEW COMPANY BE CALLED?
Upon close of the transaction, the combined company will be called
Thermo Fisher Scientific and will be headquartered in Waltham, MA.
Marijn E. Dekkers will serve as Thermo Fisher Scientific's president and
chief executive officer and Paul M Meister, currently vice chairman of
Fisher Scientific, will be chairman of the combined company.
4. WHEN WILL THE COMBINATION TAKE EFFECT? HOW LONG WILL IT TAKE?
The transaction is expected to close by the end of 2006. Until then,
Thermo and Fisher remain separate companies. In the meantime, please
refer to the Thermo Fisher News section on Thermo.net, where we will
make every effort to post developments and progress throughout the
approval process. We will add to these Frequently Asked Questions as you
raise questions with your managers and local HR representatives
5. WHAT CAN EMPLOYEES EXPECT IN THE INTERIM?
It's business as usual - continuing to focus on our customers and
executing our annual operating plan and strategic plan objectives.
6. WILL THERMO'S OR FISHER'S EMPLOYEES BE LAID OFF AS A RESULT OF THE
MERGER?
We believe that this is a compelling combination. As in any combination,
there will inevitably be some overlap, and we will work to minimize
those effects through hiring limits and normal attrition. Over the
long-term, we believe that our combination with Fisher will result in
additional career development and advancement opportunities for you as
we move forward and grow together.
7. WHAT HAPPENS TO EACH COMPANY'S COMMERCIAL TEAMS?
While it's premature to speculate about those specifics now, both
companies recognize the importance of a strong commercial team. The
combined company will have an industry leading global sales and service
organization comprised of nearly 7,500 sales and marketing
professionals, and we will take the appropriate steps to ensure that our
customers continue to receive the superior levels of service that they
have come to expect.
The experiences and insights of Thermo's and Fisher's employees will
play a central role in the continued development of the combined
company. By leveraging the relationships established by each company's
sales force and the combined company's broad product and service
portfolio, we expect to enhance existing customer relationships and
build new ones.
8. HOW DO THE CULTURES OF THE TWO COMPANIES COMPARE?
Both of our companies have a strong track record of successful
integration, and we are confident we will be able to move forward
quickly after closing to combine our operations and our corporate
cultures to capture the full benefits of this combination for our
customers, our shareowners and our employees. We share a vision of where
the industry is headed, a commitment to world-class customer service,
and a highly skilled, motivated workforce. We are excited about the
tremendous opportunity to establish the course for this future together.
9. WILL ANY FACILITIES BE SHUT DOWN OR SOLD?
It is premature to discuss specifics now, but we are building an
integration planning team that will begin working to address how we can
best grow the combined company.
10. WHAT HAPPENS TO EMPLOYEES' COMPENSATION AND BENEFITS PROGRAMS?
Thermo and Fisher are committed to providing a competitive compensation
and benefits package. We expect no major changes in the short-term. Our
initial focus will be to understand the components of both companies'
benefit offerings and work towards designing and implementing integrated
benefits package.
11. IS FISHER A LIFE SCIENCES COMPANY ? HOW DOES THIS AFFECT THERMO'S
BUSINESSES THAT ADDRESS INDUSTRIAL MARKETS?
We remain very committed to our Measurement and Control business, and
our unique "lab to line" solutions offering for customers.
FORWARD-LOOKING STATEMENTS
Information set forth in this press release contains forward-looking statements,
which involve a number of risks and uncertainties. Thermo Electron and Fisher
Scientific caution readers that any forward-looking information is not a
guarantee of future performance and that actual results could differ materially
from those contained in the forward-looking information. Such forward-looking
statements include, but are not limited to, statements about the benefits of the
business combination transaction involving Thermo Electron and Fisher
Scientific, including future financial and operating results, the new company's
plans, objectives, expectations and intentions and other statements that are not
historical facts.
Important factors that could cause actual results to differ materially from
those indicated by such forward-looking statements are set forth in Thermo
Electron's and Fisher Scientific's filings with the SEC, including their
respective Quarterly Reports on Form 10-Q for the first quarter of 2006. These
include risks and uncertainties relating to: the ability to obtain regulatory
approvals of the transaction on the proposed terms and schedule; the risk that
the businesses will not be integrated successfully; the risk that the cost
savings and any other synergies from the transaction may not be fully realized
or may take longer to realize than expected; disruption from the transaction
making it more difficult to maintain relationships with customers, employees or
suppliers; competition and its effect on pricing, spending, third-party
relationships and revenues; the need to develop new products and adapt to
significant technological change; implementation of strategies for improving
internal growth; use and protection of intellectual property; dependence on
customers' capital spending policies and government funding policies;
realization of potential future savings from new productivity initiatives;
dependence on customers that operate in cyclical industries; general worldwide
economic conditions and related uncertainties; the effect of changes in
governmental regulations; exposure to product liability claims in excess of
insurance coverage; and the effect of exchange rate fluctuations on
international operations. The parties undertake no obligation to publicly update
any forward-looking statement, whether as a result of new information, future
events or otherwise.
ADDITIONAL INFORMATION ABOUT THIS TRANSACTION
In connection with the proposed merger, Thermo Electron will file with the
Securities and Exchange Commission (the "SEC") a Registration Statement on Form
S-4 that will
include a joint proxy statement of Thermo Electron and Fisher Scientific that
also constitutes a prospectus of Thermo Electron. Thermo Electron and Fisher
Scientific will mail the joint proxy statement/prospectus to their respective
stockholders. Investors and security holders are urged to read the joint proxy
statement/prospectus regarding the proposed merger when it becomes available
because it will contain important information. You may obtain a free copy of the
joint proxy statement/prospectus (when available) and other related documents
filed by Thermo Electron and Fisher Scientific with the SEC at the SEC's Web
site at www.sec.gov. The joint proxy statement/prospectus (when it is available)
and the other documents may also be obtained for free by accessing Thermo
Electron's Web site at http://www.thermo.com under the heading "About Thermo"
and then under the heading "Investors" or by accessing Fisher Scientific's Web
site at http://www.fisherscientific.com under the tab "Investor Info."
Thermo Electron, Fisher Scientific and their respective directors and executive
officers may be soliciting proxies from stockholders in favor of the merger.
Information regarding the persons who may, under the rules of the SEC, be
considered participants in the solicitation of the stockholders in connection
with the proposed merger will be set forth in the joint proxy
statement/prospectus when it is filed with the SEC. You can find information
about Thermo Electron's executive officers and directors in Thermo Electron's
definitive proxy statement filed with the SEC on April 11, 2006. You can find
information about Fisher Scientific's executive officers and directors in their
definitive proxy statement filed with the SEC on April 6, 2006. You can obtain
free copies of these documents from Thermo Electron or Fisher Scientific using
the contact information above.