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$10.6B Deal Creates Huge Scientific Equipment Co.

Photonics.com
May 2006
WALTHAM, Mass. & HAMPTON, N.H., May 8, 2006 -- Analytical instrument maker Thermo Electron Corp. will pay $10.6 billion in stock for Fisher Scientific International Inc., a provider of products and services to the scientific community, in a reverse merger, the companies announced today. The new company, to be called Thermo Fisher Scientific Inc., is expected to have 2007 revenues of more than $9 billion and be the largest provider of lab products and services in the life, laboratory and health sciences industry.

Under the agreement, Fisher shareholders will receive two shares of Thermo common stock for each share of Fisher stock they own. Based on Thermo's closing price of $39.45 per share on Friday, this means a payout of $78.90 per Fisher share, or a total of $10.6 billion. Thermo shareholders will own approximately 39 percent of the combined company, and Fisher shareholders will own approximately 61 percent.

Thermo Fisher Scientific will have 30,000 employees and a sales and service force of nearly 7500. It will be headquartered in Waltham, Mass., where Thermo is currently based, and will continue to have an office in Hampton, N.H., which is where Fisher is located.

Marijn E. Dekkers, president and CEO of Thermo, will become president and CEO of the combined company, and Paul M. Meister, vice chairman of the Fisher board, will chair the board of the new company. Fisher Chairman and CEO Paul M. Montronewill be leaving the company but will remain as an adviser. Jim P. Manzi, chairman of the Thermo board, will serve on the board of directors of the combined company. Thermo Fisher Scientific's board of directors will be comprised of eight members, with five nominated by Thermo and three nominated by Fisher.

The transaction is subject to approval by both companies' shareholders as well as customary closing conditions and regulatory approvals. It is expected to close in the fourth quarter of 2006. For more information, visit: www.thermo.com or www.fisherscientific.com



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