HAMPTON, N.H.--(BUSINESS WIRE)--Sept. 21, 2006--Fisher Scientific
International Inc. (NYSE: FSH) today announced that it has received
the required consents from note holders to execute supplemental
indentures amending the indentures relating to its:
- 6 3/4 percent Senior Subordinated Notes due 2014 (CUSIP No:
338032 AZ 8), and
- 6 1/8 percent Senior Subordinated Notes due 2015 (CUSIP No:
338032 BB 0).
The consents were obtained in accordance with Fisher Scientific's
consent solicitation, which commenced Sept. 6, 2006, and expired at 5
p.m. Eastern Daylight Time (EDT) on Sept. 20, 2006.
On May 8, Fisher Scientific and Thermo Electron Corporation (NYSE:
TMO) announced an agreement to combine the two companies. In
connection with this transaction, Thermo will become a co-obligor on
the notes on a senior subordinated basis.
The supplemental indentures executed in connection with the
consent solicitation will (i) modify the covenant that requires the
company to provide certain information to the applicable trustee and
holders such that the filing of periodic reports with the Securities
and Exchange Commission (SEC) by Thermo, the direct parent of Fisher
Scientific after the merger, will satisfy the information requirement;
and (ii) modify the provision addressing the effect of credit ratings
on certain covenants such that the rating necessary for termination or
suspension of such covenants will be the rating of the relevant series
In accordance with the terms of the consent solicitation, the
company will pay to each holder who has validly delivered (and not
revoked) a consent on or prior to 5 p.m. EDT on the expiration date
the amount of $1.25 for each $1,000 principal amount of notes.
However, no payment will be made unless and until the merger between
Fisher Scientific and Thermo is consummated.
Deutsche Bank Securities Inc. acted as Solicitation Agent, and
Global Bondholder Services Company acted as Information Agent and
Tabulation Agent for the consent solicitation.
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
This announcement includes "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. All
such statements are based on current expectations and projections
about future events. No assurances can be given that Fisher
Scientific's assumptions and expectations will prove to have been
correct, and actual results could vary materially from these
assumptions and expectations. Important factors that could cause
actual results to differ materially from the results predicted include
challenges presented by our acquisitions; economic and political risks
related to our international operations; changes in the healthcare
industry; the impact of government regulation; dependence on our
customers' research and development efforts; and changes or
disruptions in our relationships with our customers, suppliers and key
employees, together with other potential risks and uncertainties, all
of which are detailed under the captions "Risk Factors" and
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" in Fisher Scientific's annual reports on Form
10-K and its other filings with the Securities and Exchange
Commission. Copies of such reports are available on Fisher
Scientific's Web site at www.fisherscientific.com and on the SEC's Web
site at www.sec.gov. Fisher Scientific undertakes no obligation to
publicly update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
CONTACT: Fisher Scientific
Gia L. Oei, 603-929-2489
Chet Mehta, 603-929-2260
SOURCE: Fisher Scientific