Olink Announces Receipt of CMA Clearance for Proposed Acquisition by Thermo Fisher
08 Juli 2024 - 1:37PM
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
$26.00 per Share.
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 90% of the issued and outstanding Common Shares
immediately prior to the Expiration Time (excluding Common Shares
held in treasury or by subsidiaries of Olink).
About OlinkOlink 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 contactDavid DeuchlerManaging
Director, Gilmartin GroupPhone: + 1
917-209-5605david@gilmartinir.com
Media contactMichael B. Gonzales, PhDVice
President, Global MarketingMobile: +1 415 308
6467michael.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.
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