Thermo Fisher Scientific Inc. (NYSE:TMO) entered into a definitive agreement to acquire PPD, Inc. (NasdaqGS:PPD) from Hellman & Friedman Capital Partners VII, L.P. managed by Hellman & Friedman LLC, Carlyle Partners VI, L.P. managed by The Carlyle Group Inc. (NasdaqGS:CG) and others for $16.8 billion on April 15, 2021. Thermo Fisher will acquire PPD for $47.50 per share for a total cash purchase price of $17.4 billion plus the assumption of approximately $3.5 billion of net debt. Thermo Fisher has obtained committed bridge financing with respect to a portion of the purchase price. To fund the transaction, Thermo Fisher intends to use proceeds from debt financing and cash on hand. Thermo Fisher entered into commitment letter with Morgan Stanley Senior Funding, Inc., and Barclays Bank PLC, pursuant to which, Thermo Fisher will receive a 364-day senior unsecured bridge term loan facility in an aggregate principal amount of up to $9.5 billion to fund a portion of the consideration. Thermo Fisher intends to use the net proceeds on offering of €5.25 billion ($6.1 billion) aggregate principal amount from 0.800% senior notes due 2030, 1.125% senior notes due 2033, 1.625% senior notes due 2041 and 2.000% senior notes due 2051 to pay a portion of the cash consideration payable for the pending acquisition of PPD, Inc. Upon close of the transaction, PPD will become part of Thermo Fisher's Laboratory Products and Services Segment. PPD will be a wholly owned subsidiary of Thermo Fisher. PPD Inc. will pay a termination fee of $520.3 million to Thermo Fisher Scientific if the transaction is terminated.

The transaction is subject to the satisfaction of customary closing conditions, including the receipt of applicable regulatory approvals, approval by the holders of a majority of the issued and outstanding shares of PPD common stock, the receipt of required regulatory clearances, including the expiration or termination of the applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and approvals under certain other competition and foreign direct investment laws. On July 16, 2021, Thermo Fisher and PPD each received a request for additional information and documentary materials (collectively, the “Second Request”) from the U.S. Federal Trade Commission (FTC), in connection with the FTC's review of the proposed merger. The effect of the Second Request is to extend the waiting period imposed under the HSR Act of 1976, as amended until the 30th day after substantial compliance by the company and PPD with the Second Request, unless the waiting period is terminated earlier by the FTC. On 1 October 2021, CCCS accepted an application from Thermo Fisher. As of October 11, 2021, the Competition and Consumer Commission of Singapore (CCCS) has invited public feedback on the acquisition of PPD, with closing date for submissions as October 22, 2021. The CMA announced the launch of its merger inquiry by notice to the parties on October 15, 2021 and has a deadline of December 10, 2021 for its phase 1 decision. The Boards of directors of Thermo Fisher have approved the agreement while the Board of Directors of PPD also unanimously approved the transaction. In addition to Board approval, shareholders holding in aggregate approximately 60% of the issued and outstanding shares of common stock of PPD have approved the transaction by written consent. As of November 25, 2021, the transaction has been approved by the Competition and Consumer Commission of Singapore. As of December 3, 2021, UK Competition & Markets Authority decides to not launch phase two investigation into acquisition by Thermo Fisher of PPD. The transaction is expected to be completed by the end of 2021. The transaction is expected to be immediately and significantly accretive to Thermo Fisher's adjusted EPS, adding $1.40 in the first 12 months after close. Barclays Capital, Inc. and Morgan Stanley & Co. LLC are serving as financial advisors to Thermo Fisher, and Faiza J. Saeed, Ting S. Chen, Eric Hilfers and Matthew Bobby of Cravath, Swaine & Moore LLP and Debbie Feinstein, Axel Gutermuth and Dan Kracov of Arnold & Porter Kaye Scholer LLP are serving as legal counsel. J.P. Morgan Securities LLC is serving as exclusive financial advisor and fairness opinion provider to PPD, while James I. Rapp, Malcolm J. Tuesley, Abram J. Ellis, Kelly Karapetyan, Sara Y. Razi, Vanessa K. Burrows, Russell Ligh, Joo Hyun Lee, Lori E. Lesser, Jeannine McSweeney, William B. Brentani, Brian M. Steinhardt, Atif Azher and Alan M. Klein of Simpson, Thacher & Bartlett LLP are serving as its legal counsel. Andrew Bab of Debevoise & Plimpton LLP acted as legal advisor to J.P. Morgan Securities LLC. Broadridge Financial Solutions, Inc. (NYSE:BR) acted as the transfer agent to PPD. Hyde Park Capital Advisors, LLC acted as financial advisor in the transaction.

Thermo Fisher Scientific Inc. (NYSE:TMO) completed the acquisition of PPD, Inc. (NasdaqGS:PPD) from Hellman & Friedman Capital Partners VII, L.P. managed by Hellman & Friedman LLC, Carlyle Partners VI, L.P. managed by The Carlyle Group Inc. (NasdaqGS:CG) and others on December 8, 2021. In connection with the acquisition, Thermo Fisher will also assume approximately $3.0 billion in net debt of PPD. All assumed debt will be retired in connection with the closing of the transaction, this includes PPD's outstanding 4.625% Senior Notes due 2025 and 5.000% Senior Notes due 2028 issued by Jaguar Holding Company II and PPD Development, L.P. and guaranteed by PPD, holders of which have been notified that PPD will redeem all of such notes at the redemption prices specified in governing indenture, plus interest through the redemption date December 18, 2021. In connection with completion, PPD's common stock ceased trading on Nasdaq prior to opening of trading today. PPD will become part of Thermo Fisher's Laboratory Products and Services Segment. Transaction is expected to contribute $1.50 to Thermo Fisher's adjusted earnings per share in 2022. Thermo Fisher continues to expect to realize total synergies of approximately $125 million by year three following close, consisting of approximately $75 million of cost synergies and approximately $50 million of adjusted operating income benefit from revenue-related synergies.