Olink Announces Receipt of CMA Clearance for Proposed Acquisition by Thermo Fisher
Olink Holding AB (Nasdaq: OLK) announced that the UK Competition and Markets Authority (CMA) has unconditionally approved the tender offer by Orion Acquisition, a subsidiary of Thermo Fisher Scientific (NYSE: TMO), for all outstanding shares of Olink at $26.00 per share. The offer follows a Purchase Agreement from October 17, 2023. With CMA's approval, Olink and Thermo Fisher plan to complete the offer promptly after its expiration on July 9, 2024, at 5:00 p.m. ET. The offer is subject to conditions, including that the Buyer must hold more than 90% of the issued and outstanding common shares at the expiration time.
- CMA's unconditional approval for the acquisition.
- Offer price of $26.00 per share, which may provide a premium to current shareholders.
- Completion expected promptly after July 9, 2024, implying a swift conclusion to the acquisition process.
- Completion of the offer is conditional on the Buyer holding more than 90% of shares, which might pose a risk if the threshold is not met.
Insights
The approval from the UK Competition and Markets Authority (CMA) for Thermo Fisher's acquisition of Olink is a significant milestone in the deal's progression. This clearance removes a critical regulatory hurdle, clearing the way for the acquisition to be completed promptly. The offer price of
From a financial perspective, investors should consider how this acquisition might impact Thermo Fisher's financial statements. The purchase price and any integration costs will need to be scrutinized in upcoming earnings reports. Additionally, potential synergies from combining Olink's technologies with Thermo Fisher's extensive distribution network could result in cost savings and revenue growth down the line.
Overall, the completion of this acquisition could be seen as a strategic move that may offer long-term value for both sets of shareholders, but it's essential to stay tuned for further details on operational integration and financial impact.
The approval of this acquisition by the CMA is a pivotal development in the proteomics market. Olink's specialized technologies in protein biomarker discovery and validation will significantly strengthen Thermo Fisher's position in this high-growth area. The deal aligns with the trend of big players consolidating niche, high-tech companies to enhance their offerings and capture more market share.
For retail investors, understanding the strategic fit is crucial. This acquisition could open up new revenue streams for Thermo Fisher and drive growth through the introduction of innovative products developed from Olink's unique proteomics platforms. It's also worth noting that the deal may spur further investments in the sector, potentially leading to more mergers and acquisitions as companies aim to expand their technological capabilities.
In the short term, the market reaction will likely be positive due to the removal of major regulatory uncertainties. However, investors should also be mindful of integration risks and how well Thermo Fisher can leverage Olink's technology for commercial success.
The unconditional approval from the CMA is a noteworthy event from a regulatory perspective. The absence of conditions suggests that the CMA did not identify any substantial competitive concerns with the acquisition, which is significant for Thermo Fisher as it simplifies the closing process. This development also indicates that the acquisition has likely undergone thorough scrutiny and has been found to comply with UK competition laws, which can reassure investors regarding the legal robustness of the deal.
For investors, this regulatory green light should be seen as reducing the overall risk profile of the acquisition. With this approval, the primary focus will shift to meeting the remaining conditions outlined in the Offer to Purchase. These conditions, particularly the requirement for the Buyer to hold over 90% of Olink's common shares, represent standard closing conditions in such deals but still warrant attention as the deal progresses toward completion.
In summary, the clear path provided by the CMA's approval enhances the likelihood of a smooth and timely completion of the acquisition, which is a positive development for stakeholders.
UPPSALA, Sweden, July 08, 2024 (GLOBE NEWSWIRE) -- Olink Holding AB (publ) (“Olink”) (Nasdaq: OLK) today announced that the UK Competition and Markets Authority (the “CMA”) has unconditionally approved the previously announced tender offer (the “Offer”) by Orion Acquisition AB (the “Buyer”), a wholly owned subsidiary of Thermo Fisher Scientific Inc. (NYSE: TMO) (“Thermo Fisher” or “Parent”), for all outstanding Common Shares and American Depositary Shares (together, the “Shares”) of Olink for
The Offer is being made pursuant to the Purchase Agreement, dated as of October 17, 2023, by and between Thermo Fisher and Olink. As a result of the CMA approval, Olink and Thermo Fisher expect to complete the Offer promptly following the expiration of the Offer at 5:00 p.m. Eastern time on July 9, 2024 (“Expiration Time”).
Completion of the Offer remains subject to the conditions set forth in the Offer to Purchase, dated October 31, 2023 (together with any amendments or supplements thereto, the “Offer to Purchase”), including that Buyer holds Common Shares and American Depositary Shares that represent at least one Common Share more than
About Olink
Olink Holding AB (publ) (Nasdaq: OLK) is a company dedicated to accelerating proteomics together with the scientific community, across multiple disease areas to enable new discoveries and improve the lives of patients. Olink provides a platform of products and services which are deployed across major pharmaceutical companies and leading clinical and academic institutions to deepen the understanding of real-time human biology and drive 21st century healthcare through actionable and impactful science. The Company was founded in 2016 and is well established across Europe, North America and Asia. Olink is headquartered in Uppsala, Sweden.
Investor contact
David Deuchler
Managing Director, Gilmartin Group
Phone: + 1 917-209-5605
david@gilmartinir.com
Media contact
Michael B. Gonzales, PhD
Vice President, Global Marketing
Mobile: +1 415 308 6467
michael.gonzales@olink.com
Forward-looking Statements
This press release 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 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; any natural disaster, public health crisis or other catastrophic event; and the effect of laws and regulations governing government contracts, as well as the possibility that expected benefits related to recent or pending acquisitions, including the proposed acquisition, may not materialize as expected; the proposed acquisition not being timely completed, if completed at all; regulatory approvals required for the transaction not being timely obtained, if obtained at all, or being obtained subject to conditions; prior to the completion of the transaction, Olink’s business experiencing disruptions due to transaction-related uncertainty or other factors making it more difficult to maintain relationships with employees, customers, licensees, other business partners or governmental entities; difficulty retaining key employees; the outcome of any legal proceedings related to the proposed acquisition; and the parties being unable to successfully implement integration strategies or to achieve expected synergies and operating efficiencies within the expected time-frames or at all. 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 and subsequent quarterly report on Form 10-Q, 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 documents Thermo Fisher files or furnishes with the SEC, and in Olink’s Annual Report on Form 20-F and subsequent interim report on Form 6-K, which are on file with the SEC and available in the “Investor Relations” section of Olink’s website, https://investors.olink.com/investor-relations, under the heading “SEC Filings”, and in any subsequent documents Olink files or furnishes with the SEC. While Thermo Fisher or Olink may elect to update forward-looking statements at some point in the future, Thermo Fisher and Olink specifically disclaim any obligation to do so, even if estimates change and, therefore, you should not rely on these forward-looking statements as representing either Thermo Fisher’s or Olink’s views as of any date subsequent to today.
Additional Information and Where to Find It
This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any common shares or American Depositary Shares of Olink or any other securities, nor is it a substitute for the tender offer materials that Thermo Fisher or the Buyer has filed with the SEC. The terms and conditions of the tender offer are published in, and the offer to purchase common shares and American Depositary Shares of Olink is made only pursuant to, the offer document and related offer materials prepared by Thermo Fisher and the Buyer and is filed with the SEC in a tender offer statement on Schedule TO. In addition, Olink has filed a solicitation/recommendation statement on Schedule 14D-9 with the SEC with respect to the tender offer.
THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, AN ADS LETTER OF TRANSMITTAL, ACCEPTANCE FORM FOR SHARES AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9, AS THEY MAY BE AMENDED FROM TIME TO TIME, CONTAIN IMPORTANT INFORMATION. INVESTORS AND SHAREHOLDERS OF OLINK ARE URGED TO READ THESE DOCUMENTS CAREFULLY BECAUSE THEY, AND NOT THIS DOCUMENT, GOVERN THE TERMS AND CONDITIONS OF THE TENDER OFFER, AND BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT SUCH PERSONS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR COMMON SHARES AND AMERICAN DEPOSITARY SHARES.
The tender offer materials, including the offer to purchase, the related ADS letter of transmittal and acceptance form for shares and certain other tender offer documents, and the solicitation/recommendation statement and other documents filed with the SEC by Thermo Fisher or Olink, may be obtained free of charge at the SEC’s website at www.sec.gov, at Olink’s website https://investors.olink.com/investor-relations, at Thermo Fisher’s website at www.thermofisher.com or by contacting Thermo Fisher’s investor relations department at 781-622-1111. In addition, Thermo Fisher’s tender offer statement and other documents it will file with the SEC will be available at https://ir.thermofisher.com/investors.
FAQ
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