Thermo Fisher Scientific Inc. (NYSE: TMO) (“Thermo Fisher”) announced today that it has priced an offering of $2.5 billion aggregate principal amount (the “Offering”) of the following notes:

• $1.0 billion aggregate principal amount of its 5.000% senior notes due 2026 (the “2026 notes”), at the issue price of 99.931% of their principal amount;
• $1.0 billion aggregate principal amount of its 5.000% senior notes due 2029 (the “2029 notes”), at the issue price of 99.772% of their principal amount; and
• $500 million aggregate principal amount of its 5.200% senior notes due 2034 (the “2034 notes” and, together with the 2026 notes and the 2029 notes, the “notes”), at the issue price of 99.846% of their principal amount.

The Offering is expected to close on or about December 5, 2023, subject to the satisfaction of customary closing conditions. The notes will pay interest on a semi-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 BofA Securities, Inc., Morgan Stanley & Co. LLC, US Bancorp Investments, Inc. and Wells Fargo Securities, LLC.

The Offering is being made pursuant to an effective registration statement on Form S-3 filed with the U.S. Securities and Exchange Commission (the “SEC”). Prospective investors should read the prospectus forming a part of that registration statement and the prospectus supplement related to the Offering 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 if you request it by calling BofA Securities, Inc. toll-free at 1-800-294-1322, Morgan Stanley & Co. LLC toll-free at 1-866-718-1649, U.S. Bancorp Investments, Inc. toll-free at 1-877-558-2607 or Wells Fargo Securities, LLC toll-free at 1-800-645-3751.

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.

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 of the notes and Thermo Fisher’s intended use of proceeds. 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 25, 2022 and the preliminary prospectus supplement dated November 28, 2023 related to the Offering and in Part 1, Item 1A. “Risk Factors” of Thermo Fisher’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 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.” While we may elect to update forward-looking statements at some point in the future, we specifically disclaim any obligation to do so, even if circumstances change and, therefore, you should not rely on these forward-looking statements as representing our views as of any date subsequent to today.

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