Agreement Terminated · Company Update

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   FORM 8-K   CURRENT REPORT   Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934   Date of Report (Date of earliest event reported): August 13, 2020     THERMO FISHER SCIENTIFIC INC. (Exact name of Registrant as specified in its Charter)     Delaware   1-8002   04-2209186 (State or other jurisdiction of incorporation)   (Commission File Number)   (I.R.S. Employer Identification Number)   168 Third Avenue Waltham , Massachusetts 02451 (Address of principal executive offices) (Zip Code)   Registrant’s telephone number, including area code: ( 781 ) 622-1000   (Former Name or Former Address, if Changed Since Last Report)     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:   ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)   ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)   ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))   ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))       Securities registered pursuant to Section 12(b) of the Act:   Title of each class   Trading Symbol(s)   Name of each exchange on which registered Common Stock, $1.00 par value   TMO   New York Stock Exchange Floating Rate Notes due 2020   TMO /20A   New York Stock Exchange 2.150% Notes due 2022   TMO 22A   New York Stock Exchange 0.750% Notes due 2024   TMO 24A   New York Stock Exchange 0.125% Notes due 2025   TMO 25B   New York Stock Exchange 2.000% Notes due 2025   TMO 25   New York Stock Exchange 1.400% Notes due 2026   TMO 26A   New York Stock Exchange 1.450% Notes due 2027   TMO 27   New York Stock Exchange 1.750% Notes due 2027   TMO 27B   New York Stock Exchange 0.500% Notes due 2028   TMO 28A   New York Stock Exchange 1.375% Notes due 2028   TMO 28   New York Stock Exchange 1.950% Notes due 2029   TMO 29   New York Stock Exchange 0.875% Notes due 2031   TMO 31   New York Stock Exchange 2.375% Notes due 2032   TMO 32   New York Stock Exchange 2.875% Notes due 2037   TMO 37   New York Stock Exchange 1.500% Notes due 2039   TMO 39   New York Stock Exchange 1.875% Notes due 2049   TMO 49   New York Stock Exchange   Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).   ¨ Emerging growth company   If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨       Common Stock, $1.00 par value       Item 1.02. Termination of a Material Definitive Agreement.   As previously announced, on March 3, 2020, Thermo Fisher Scientific Inc. (“Thermo Fisher”) and QIAGEN N.V. (“QIAGEN”) entered into a Business Combination Agreement (as amended, the “Business Combination Agreement”) pursuant to which, upon the terms and subject to the conditions thereof, a wholly owned acquisition subsidiary of Thermo Fisher commenced a public tender offer (the “Offer”) to purchase all issued ordinary shares of QIAGEN.   On August 13, 2020, Thermo Fisher delivered to QIAGEN a written notice terminating the Business Combination Agreement in accordance with clause 16.1(b) thereof. In connection with the termination of the Business Combination Agreement, QIAGEN will pay to Thermo Fisher an expense reimbursement payment of $95,000,000 in cash in accordance with the terms of the Business Combination Agreement.   The foregoing description of the Business Combination Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Business Combination Agreement, which is attached as Exhibit 2.1 hereto and incorporated herein by reference.   Item 8.01. Other Events.   On August 13, 2020, Thermo Fisher issued a press release announcing the lapse of the Offer due to the non-fulfillment of an offer condition and the termination of the Business Combination Agreement. The press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.   Item 9.01. Financial Statements and Exhibits.   (d) Exhibits.   Exhibit Number   Description 2.1   Business Combination Agreement, dated as of March 3, 2020 and amended as of July 16, 2020, by and between Thermo Fisher Scientific Inc. and QIAGEN N.V. (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by Thermo Fisher Scientific Inc. with the United States Securities and Exchange Commission on March 3, 2020 and Exhibit 2.1 to the Form 8-K filed by Thermo Fisher Scientific Inc. with the United States Securities and Exchange Commission on July 16, 2020 ) 99.1   Press Release, dated August 13, 2020 104   The cover page from this Current Report on Form 8-K, formatted in Inline XBRL         Forward-Looking Statements   This communication contains forward-looking statements that involve a number of risks and uncertainties. Words such as “believes,” “anticipates,” “plans,” “expects,” “seeks,” “estimates,” and similar expressions are intended to identify forward-looking statements, but other statements that are not historical facts may also be deemed to be forward-looking statements. Important factors that could cause actual results to differ materially from those indicated by forward-looking statements include risks and uncertainties relating to: the duration and severity of the COVID-19 pandemic; the need to develop new products and adapt to significant technological change; implementation of strategies for improving growth; general economic conditions and related uncertainties; dependence on customers’ capital spending policies and government funding policies; the effect of economic and political conditions and exchange rate fluctuations on international operations; use and protection of intellectual property; the effect of changes in governmental regulations; and the effect of laws and regulations governing government contracts, as well as the possibility that expected benefits related to recent or pending acquisitions may not materialize as expected. Additional important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are set forth in Thermo Fisher’s Annual Report on Form 10-K for the year ended December 31, 2019 and Quarterly Reports on Form 10-Q for the quarters ended March 28, 2020 and June 27, 2020, which are on file with the U.S. Securities and Exchange Commission (“SEC”) and available in the “Investors” section of Thermo Fisher’s website, ir.thermofisher.com, under the heading “SEC Filings,” and in any subsequent Quarterly Reports on Form 10-Q and other documents Thermo Fisher files with the SEC. While Thermo Fisher may elect to update forward-looking statements at some point in the future, Thermo Fisher specifically disclaims any obligation to do so, even if estimates change and, therefore, you should not rely on these forward-looking statements as representing Thermo Fisher’s views as of any date subsequent to today.         SIGNATURES   Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.     THERMO FISHER SCIENTIFIC INC.       Date: August 13 , 2020 By: /s/ Michael A. Boxer     Name: Michael A. Boxer     Title:   Senior Vice President and General Counsel