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Thermo Fisher Scientific Prices Offering of Euro-Denominated Senior Notes

via Business Wire

Thermo Fisher Scientific Inc. (NYSE: TMO) (“Thermo Fisher”) announced today that it has priced an offering of €2.1 billion aggregate principal amount (the “Offering”) of the following euro-denominated notes, which will be issued by Thermo Fisher Scientific (Finance I) B.V., its indirect, wholly-owned finance subsidiary:

  • €1,000,000,000 aggregate principal amount of its floating rate senior notes due 2027 (the “floating rate notes”) at the issue price of 100.000% of their principal amount; and
  • €1,100,000,000 aggregate principal amount of its 3.628% senior notes due 2035 (the “fixed rate notes,” and together with the floating rate notes, the “notes”) at the issue price of 100.000% of their principal amount.

The Offering is expected to close on or about December 1, 2025, subject to the satisfaction of customary closing conditions. The notes will be fully and unconditionally guaranteed by Thermo Fisher. The floating rate notes will pay interest quarterly. The fixed rate notes will pay interest on an annual basis.

Thermo Fisher intends to use the net proceeds from the sale of the notes for general corporate purposes, which may include the acquisition of companies or businesses, repayment and refinancing of debt, working capital and capital expenditures or the repurchase of its outstanding equity securities, or it may temporarily invest the net proceeds in short-term, liquid investments until they are used for their ultimate purpose.

The joint book-running managers for the Offering are Barclays Bank PLC, BNP PARIBAS, HSBC Continental Europe and Morgan Stanley & Co. International plc.

The Offering is being made pursuant to an effective registration statement on Form S-3ASR (File No. 333-285159) filed by Thermo Fisher with the U.S. Securities and Exchange Commission (the “SEC”) on February 24, 2025 and only by means of a prospectus supplement and accompanying prospectus. A preliminary prospectus supplement and an issuer free writing prospectus have been filed, and a prospectus supplement relating to the Offering will be filed, with the SEC, to which this communication relates. Prospective investors should read the issuer free writing prospectus, preliminary prospectus supplement and accompanying prospectus forming a part of that registration statement and the other documents that Thermo Fisher has filed with the SEC for more complete information about Thermo Fisher and the Offering. These documents are available at no charge by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, Thermo Fisher, the underwriters or any dealer participating in the Offering will arrange to send you the prospectus and the prospectus supplement if you request it by calling Barclays Bank PLC at 1-888-603-5847, BNP PARIBAS at 1-800-854-5674, HSBC Continental Europe at 1-866-811-8049 or Morgan Stanley & Co. International plc at 1-866-718-1649.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy the notes, nor shall there be any offer, solicitation or sale of the notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

MiFID II and UK MiFIR – professionals/ECPs-only / No PRIIPs or UK PRIIPs KID – Manufacturer target market (MiFID II and UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs or UK PRIIPs key information document (KID) has been prepared as not available to retail in the European Economic Area or United Kingdom.

The communication of this pricing press release, the prospectus supplement, the accompanying prospectus, any related free writing prospectus and any other document or materials relating to the issue of the notes described herein is not being made, and this pricing press release, the prospectus supplement, the accompanying prospectus, any related free writing prospectus and such other documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the United Kingdom's Financial Services and Markets Act 2000, as amended. Accordingly, this pricing press release, the prospectus supplement, the accompanying prospectus, any related free writing prospectus and such other documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. This pricing press release, the prospectus supplement, the accompanying prospectus, any related free writing prospectus and such other documents and/or materials are for distribution only to persons who (i) have professional experience in matters relating to investments and who fall within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”)), (ii) fall within Article 49(2)(a) to (d) of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are any other persons to whom it may otherwise lawfully be communicated or distributed under the Financial Promotion Order (all such persons together being referred to as “relevant persons”). This pricing press release, the prospectus supplement, the accompanying prospectus, any related free writing prospectus and any such other document and/or materials are directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this pricing press release, the prospectus supplement, the accompanying prospectus, any related free writing prospectus and any such other documents and/or materials relate will be engaged in only with relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this pricing press release, the prospectus supplement, the accompanying prospectus or any related free writing prospectus or any other documents and/or materials relating to the issue of the notes described herein or any of their contents.

About Thermo Fisher Scientific

Thermo Fisher Scientific Inc. is the world leader in serving science, with annual revenue over $40 billion. Our Mission is to enable our customers to make the world healthier, cleaner and safer. Whether our customers are accelerating life sciences research, solving complex analytical challenges, increasing productivity in their laboratories, improving patient health through diagnostics or the development and manufacture of life-changing therapies, we are here to support them. Our global team delivers an unrivaled combination of innovative technologies, purchasing convenience and pharmaceutical services through our industry-leading brands, including Thermo Scientific, Applied Biosystems, Invitrogen, Fisher Scientific, Unity Lab Services, Patheon and PPD.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements about timing and completion of the Offering and Thermo Fisher’s intended use of proceeds therefrom. These statements involve a number of risks and uncertainties that could cause actual results to differ materially from currently anticipated results, including risks and uncertainties relating to capital markets conditions and completion of the Offering. Additional important factors and information regarding Thermo Fisher’s business that could cause actual results to differ materially from those indicated by such forward-looking statements are set forth in the “Risk Factors” section of the prospectus dated February 24, 2025 and the preliminary prospectus supplement dated November 24, 2025 related to the Offering and the other documents incorporated by reference into the prospectus and prospectus supplement, which are on file with the SEC and available in the “Investors” section of our website under the heading “SEC Filings.” These forward-looking statements are based on our current expectations and speak only as of the date of this press release. While we may elect to update forward-looking statements at some point in the future, we specifically disclaim any obligation to do so, in the event of new information, future developments or otherwise.

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