NautaDutilh assists Thermo Fisher with its intended public offer for the shares in Patheon, which are listed on the New York Stock Exchange. The transaction represents a value of approximately USD 7.2 billion, including the assumption of approximately USD 2.0 billion of debt, which makes it one of the larger public M&A transactions for Dutch companies this year.
On 15 May 2017 Thermo Fisher Scientific Inc. (NYSE: TMO), the world leader in serving science, and Patheon (NYSE: PTHN), a leading global provider of high-quality drug development and delivery solutions to the pharmaceutical and biopharma sectors, announced that their boards of directors have approved Thermo Fisher's acquisition of Patheon.
Thermo Fisher will commence a tender offer to acquire all of the issued and outstanding shares of Patheon for USD 35.00 per share in cash. The transaction represents a purchase price of approximately USD 7.2 billion, which includes the assumption of approximately USD 2.0 billion of net debt. The transaction, which is expected to be completed by the end of 2017, is subject to the satisfaction of customary closing conditions. Thermo Fisher has entered into tender and support agreements with affiliates of JLL Partners and Royal DSM, whose collective holdings represent approximately 73% of Patheon shares, under which they will tender their shares in the transaction.
NautaDutilh's team consisted of Leo Groothuis, Joost Kloosterman and Ernst van der Touw (Corporate M&A), Paul van der Bijl and Jules van de Winckel (Corporate Notary), Chris Warner, Pieternel van den Brink and Sjuul Jentjens (Tax).