Filed by Thermo Electron Corporation
Pursuant to Rule 425
under the Securities Act of 1933 and
deemed filed pursuant to Rule 14a-6 of
the Securities Exchange Act of 1934
Subject Company: Fisher Scientific International Inc. (Commission File
No. 333-134868)
[THERMO ELECTRON [FISHER SCIENTIFIC
CORPORATION LOGO] INTERNATIONAL INC. LOGO]
NEWS RELEASE
CONTACT INFORMATION
THERMO ELECTRON FISHER SCIENTIFIC
Media Contact: Media Contact:
Lori Gorski Gia L. Oei
Phone: 781-622-1242 Phone: 603-929-2489
E-mail: lori.gorski@thermo.com Email: Gia.Oei@fishersci.com
Investor Contact: Investor Contact:
Kenneth J. Apicerno Chet Mehta
Phone: 781-622-1111 Phone: 603-929-2260
E-mail: ken.apicerno@thermo.com Email: Chet.Mehta@fishersci.com
THERMO ELECTRON AND FISHER SCIENTIFIC RECEIVE LIMITED REQUEST FROM
FTC FOR INFORMATION CONCERNING MINOR PRODUCT LINE;
EXPECT TO RESOLVE ISSUE BY DIVESTING $17 MILLION BUSINESS
WALTHAM, Mass., and HAMPTON, N.H., Aug. 23, 2006 -- Thermo Electron
Corporation (NYSE: TMO) and Fisher Scientific International Inc.
(NYSE: FSH) today announced that they have received a request for
additional information (second request) from the Federal Trade
Commission (FTC) in connection with the pending merger of the two
companies. The second request is limited to information concerning
a single, minor product line.
Thermo and Fisher expect to resolve issues raised by the second request by
agreeing to divest a $17 million product line of Fisher's. The companies also
expect to obtain termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act in October.
Thermo and Fisher are working cooperatively with the staff of the European
Commission in connection with its review of the proposed merger.
The companies continue to expect the transaction will close in the fourth
quarter of 2006, following shareholder and regulatory approvals.
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THERMO AND FISHER SCIENTIFIC RECEIVE LIMITED REQUEST FOR INFORMATION - 2
ABOUT THERMO ELECTRON
Thermo Electron Corporation (NYSE: TMO) is the world leader in analytical
instruments. Our instrument solutions enable our customers to make the world a
healthier, cleaner and safer place. Thermo's Life and Laboratory Sciences
segment provides analytical instruments, scientific equipment, services and
software solutions for life science, drug discovery, clinical, environmental and
industrial laboratories. Thermo's Measurement and Control segment is dedicated
to providing analytical instruments used in a variety of manufacturing processes
and in-the-field applications, including those associated with safety and
homeland security. For more information, visit http://www.thermo.com.
ABOUT 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
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 Securities and Exchange
Commission (the "SEC"), including their respective Quarterly Reports on Form
10-Q for the second 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,
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THERMO AND FISHER SCIENTIFIC RECEIVE LIMITED REQUEST FOR INFORMATION - 3
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 has filed with the SEC
a Registration Statement on Form S-4 that includes a joint proxy statement of
Thermo Electron and Fisher Scientific that also constitutes a prospectus of
Thermo Electron. Thermo Electron and Fisher Scientific mailed the joint proxy
statement/prospectus to their respective stockholders on or about July 25, 2006.
Investors and security holders are urged to read the joint proxy statement/
prospectus regarding the proposed merger because it contains important
information. You may obtain a free copy of the joint proxy statement/prospectus
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 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 is set forth in the definitive joint proxy
statement/prospectus regarding the proposed merger, which was filed with the SEC
on July 25, 2006. 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 its 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.
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