Thermo Fisher Scientific Inc. (NYSE:TMO) still is sweet on Dionex Corp. (NDAQ:DNEX) and it now has a pair of big-time underwriters cobbling together a $2.1 billion dowry for the California chromatography firm.
The St. Valentine’s Day hookup, detailed late Tuesday in regulatory documents brings Barclays Capital Inc. and J.P.Morgan Securities LLC on board as joint book-running managers for the deal, which is likely to roll out Feb. 22. Thermo Fisher is expecting about $2.18 billion in net proceeds once each of the 16 participating bond-houses get their share of $13.1 million in fees.
The debt offering will consist of three series of senior notes — $1 billion in 10-year notes with a 4.5 percent coupon, $900 million in five-year notes paying 3.2 percent yearly interest and $300 million in three-year notes with a 2.05 percent coupon. A little derivatives dipsy-do will effectively trim the interest expense by more than half for the 2014 notes, as Thermo Fisher plans to use an interest rate swap to create a floating rate equal to the six-month LIBOR rate (currently 0.46 percent) plus 41.12 basis points.
Dionex shareholders have until midnight tonight to tender their stakes for the $118.50-per-share offer. That deadline, however, already has been extended once last month, and under terms of the original purchase agreement, Waltham, Mass.-based Thermo Fisher has until June 12 to nail down the 17,251,985 shares it needs to close the deal.
U.S. anti-trust regulators signed off on the merger in early January, but Thermo Fisher CEO Marc Casper said Feb. 2 that the company is waiting on the European Commission to decide whether it will review the transaction, which would eliminate the need to win approvals in individual EU countries. Casper expects that process to push the final closing past the end of the current quarter ending in March.
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