Thermo Fisher Scientific to Acquire Dionex Corporation

Thermo Fisher Scientific and Dionex Corporation announced that their Boards of Directors have unanimously approved a transaction under which Thermo Fisher will acquire all of the outstanding shares of Dionex for $118.50 per share in cash, or a total purchase price of approximately $2.1 billion. The transaction is not conditioned on financing and is expected to be completed in the first quarter of 2011.

Under the terms of the agreement, Thermo Fisher will commence a tender offer to acquire all of the outstanding shares of Dionex common stock for $118.50 per share in cash. The consideration represents a 21% premium to Dionex's closing stock price on December 10, 2010, the last trading day prior to today's announcement and a 32% premium to Dionex's average closing stock price over the last 60 trading days. Thermo Fisher expects to realize total operating synergies of $60 million in year three following the transaction's close through a combination of cost savings and revenue enhancements. The transaction is expected to be immediately accretive to Thermo Fisher's adjusted earnings per share by $0.13 to $0.15 in the first 12 months following the close. Adjusted earnings per share and adjusted operating income are non-GAAP measures that exclude certain items detailed later in this press release under the heading "Use of Non-GAAP Financial Measures."

Dionex, based in Sunnyvale, Calif., introduced the first ion chromatography system for water analysis shortly after its founding in 1975 and has consistently grown through innovation and global expansion. Today, the company has more than 1,600 employees in 21 countries spanning six continents, including a significant presence in the Asia-Pacific region. Dionex will be integrated into Thermo Fisher's Analytical Technologies Segment.

"We believe the combination of Thermo Fisher and Dionex is extremely compelling from a technology, market and financial perspective," said Marc N. Casper, president and chief executive officer of Thermo Fisher. "Dionex's strength in chromatography instruments, software and consumables complements our leading positions in mass spectrometry and laboratory information management systems. The transaction, which we expect to be immediately accretive, is consistent with our strategy of accelerating growth by increasing our depth of capabilities to serve attractive end markets. Specifically, it complements our strong presence in China, where we've established the headquarters for our global environmental instruments business and continue to build our commercial infrastructure to meet the needs of customers in growing water quality, consumer safety and life sciences markets."

"We are pleased to be joining Thermo Fisher and are excited about the opportunities we will have as part of the world leader in serving science," said Frank Witney, president and chief executive officer of Dionex. "Thermo Fisher's commitment to innovation will fuel our ongoing technology development, and their global manufacturing and commercial presence will significantly strengthen our ability to deliver quality products and services to our customers around the world. This transaction offers immediate and significant value for our shareholders, as well as the opportunity for our customers and employees to benefit from combining two highly complementary organizations. We look forward to working closely with the Thermo Fisher team to ensure a smooth transition and complete the transaction as expeditiously as possible."

Mr. Casper continued, "We are delighted to welcome Dionex's talented and dedicated employees to our team. Together, we will offer our customers new solutions based on a powerful combination of leading instruments, software, consumables and services."

Source: Dionex Corp.