Thermo Fisher Scientific Inc. (NYSE:TMO) proposed an offer to acquire Olink Holding AB (publ) (NasdaqGM:OLK) from Summa Equity AB and others for approximately $3.3 billion on October 17, 2023. Under the terms of agreement, Boards of Directors of Olink Holding have approved Thermo Fisher?s proposal to acquire Olink for $26 per common share in cash, representing $26.00 per American Depositary Share (ADS) in cash. The transaction values Olink at approximately $3.1 billion which includes net cash of approximately $143 million. As a part of acquisition, Thermo Fisher will commence a tender offer to acquire all of the outstanding Olink common shares and all of the American Depositary Shares. As part of the transaction, Summa Equity AB, Olink?s largest shareholder and additional Olink shareholders and management, in aggregate holding more than 63% of Olink?s common shares, have entered into support agreements agreeing to tender into the tender offer. Thermo Fisher expects to fund the acquisition using cash on hand and debt financing. Upon completion, Olink will become part of Thermo Fisher?s Life Sciences Solutions segment until that time, Thermo Fisher and Olink will continue to operate as two separate companies and it is business as usual.

The transaction is subject to customary closing conditions, including receipt of applicable regulatory approvals, expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, minimum tender for at least one common share more than 90% of the issued and outstanding common shares and completion of the tender offer. The transaction has been approved by Board of Directors of both Thermo Fisher Scientific and Olink Holding. The transaction is approved by the Icelandic Competition Authority on February 26, 2024. The transaction is expected to be completed by mid-2024. In the first full year of ownership, the transaction is expected to be dilutive to adjusted EPS 1 by $0.17. Excluding financing costs and non-cash deal related equity compensation costs, the transaction is expected to be accretive by $0.10 in that period. The initial acceptance period for the Offer will commence on October 31, 2023 and expire on November 30, 2023. The offer is now scheduled to expire on December 14, 2023, unless the offer is extended or earlier terminated. As of December 15, 2023, the Offer is now scheduled to expire on January 3, 2024. As of March 1, 2024, 84,755,040 shares and 35,985,651 ADSs collectively have been validly tendered representing approximately 95.2% of the outstanding shares of Olink. As of January 4, 2024, Offer is now scheduled to expire on February 29, 2024, unless the Offer is extended or earlier terminated. As of March 1, 2024, Offer is now scheduled to expire on on April 30, 2024. As of March 20, 2024, Thermo Fisher Scientific received clearance from the Swedish Inspectorate of Strategic Products with respect to the proposed transaction. The parties continue to work cooperatively with the applicable regulators and continue to expect the offer to be completed by mid-2024. As of May 1, 2024, Thermo Fisher has approximately 32,861,886 ADSs representing 94.3% stake have been validly tendered as of April 30, 2024 and the Offer is now scheduled to expire on June 18, 2024, unless the Offer is extended or earlier terminated. As of June 18, 2024, The German Federal Cartel Office has given the go-ahead to he proposed acquisition. As of June 18, 2024, approximately 84,755,040 Shares and approximately 35,240,339 ADSs have been validly tendered collectively represent approximately 96.2% of the outstanding Shares. As of June 20, 2024, the Offer is now scheduled to expire on July 9, 2024, unless the Offer is extended or earlier terminated. If the merger closes as planned, the stock will remain halted on the day of closing on July 10, 2024 and will be suspended effective July 11, 2024. The transaction is still awaiting approval from the UK's antitrust regulator. The UK's Competition and Markets Authority initiated a Phase 1 review of the deal in May. The deadline for the decision is July 8, 2024. As of July 8, 2024, UK Competition and Markets Authority has unconditionally approved the previously announced tender offer. Completion of the Offer remains subject to the conditions set forth in the Offer to Purchase, including that Buyer holds Common Shares and American Depositary Shares that represent at least one Common Share more than 90% of Shares immediately prior to the Expiration Time.

For Thermo Fisher, Faiza J. Saeed, Ting S. Chen, Bethany A. Pfalzgraf and Jin-Kyu Baek, Lauren Angelilli, Kiran Sheffrin, Matthew J. Bobby, Aaron S. Cha, David Crampton, David J. Kappos, Matthew Morreale, Brian M. Budnick and Juan P. Castano of Cravath, Swaine & Moore LLP and Advokatfirman Vinge KB are serving as legal counsel. For Olink, J.P. Morgan Securities LLC is serving as lead financial and fairness opinion advisor, Goldman Sachs Bank Europe SE, Sweden Bankfilial is serving as financial advisor and Baker & McKenzie is serving as legal counsel. Andrew Bab and Ilya Balabanovsky of Debevoise & Plimpton LLP is advising J.P. Morgan as financial advisorto Olink in its sale to Thermo Fisher Scientific. Henric Roth, Carl M. Svernlöv, Mark Mandel, Piotr Korzynski, Justin Bryant, Roger Bivans, John Fedele, Thomas Asmar, Rod Hunter, Elizabeth Ebersole, Amanda Cohen, Jessica Wicha, Adam Aft, Sylwia Lis, Lise Test, Sarah Winston, Kai Kramer, Ross Staine, Peter Tomczak, Matthew Allison, Geoff Martin, Xin Tao and Linnea Back of Baker & McKenzie Advokatbyrå KB acted as legal advisors for Olink. Ropes & Gray LLP acted as legal advisor for Summa Equity. Georgeson LLC acted as information agent for Thermo Fisher. DNB Markets, a part of DNB Bank ASA, Sweden Branch, the depositary and paying agent for the Offer and The Bank of New York Mellon is the tender agent to Thermo Fisher. Jan Kresken and Nicolas Kredel of Baker & Mckenzie Partnerschaft Von Rechtsanwälten Wirtschaftsprüfern,Steuerberatern Und Solicitors acted as legal advisor to Olink Holding.

Thermo Fisher Scientific Inc. (NYSE:TMO) completed the acquisition of Olink Holding AB (publ) (NasdaqGM:OLK) from Summa Equity AB and others on July 10, 2024. Upon settlement of the Offer, Thermo Fisher will own Offer Securities representing approximately 98.2% of Olink?s outstanding Shares. To acquire any Shares that remain untendered following the completion of the Subsequent Offer, Thermo Fisher intends to initiate a compulsory redemption under the Swedish Companies Act. The transaction values Olink at approximately $3.1 billion, net of $96 million of acquired cash. Olink will become part of Thermo Fisher?s Life Sciences Solutions segment. The initial offering period for the Offer and withdrawal rights expired as scheduled on July 9, 2024. DNB Markets, a part of DNB Bank ASA, Sweden Branch, the depositary and paying agent for the Offer with respect to the Shares, has advised Thermo Fisher and Buyer that, as of the Expiration Time, approximately 84,755,626 Shares have been validly tendered and not properly withdrawn pursuant to the Offer. The Bank of New York Mellon, the tender agent for the Offer with respect to the ADSs, has advised Thermo Fisher and Buyer that, as of the Expiration Time, approximately 37,676,600 ADSs have been validly tendered and not properly withdrawn pursuant to the Offer. These Shares and ADSs collectively represent approximately 98.2% of the outstanding Shares. Thermo Fisher also announced the commencement of a subsequent offering period (the ?Subsequent Offer?) scheduled to expire at 5:00 p.m., New York time, on July 16, 2024, unless extended (the ?Subsequent Offering Period?), as more fully described in the Tender Offer Statement. Olink has requested that the NASDAQ Global Market (?Nasdaq?) suspend trading of Olink ADSs and file a Form 25, Notification of Removal from Listing and/or Registration with the SEC, thereby commencing the process of delisting and deregistering the ADSs.