Rohit Behera - M&A Work Sample - ThermoFisher Scientific acquires Life Tech

ThermoFisher Scientific Inc. (NYSE: TMO) Proposal to
acquire Life Technologies (NYSE: LIFE)
Rohit Behera
1MGT 6066 Fall 2016 – Corporate Restructuring

Acquisition of BRAHMS
• Leading provider of specialty in-
vitro diagnostic tests
• Integrated in the specialty
diagnostics division
Acquisition of PHADIA
• Global leader in blood tests
• EPS rose by 35.8%
Acquisition of DIONEX
• Leading manufacturer and marketer
of chromatography systems
• Integrated in the analytical
technologies segment
• Revenues rose by 4%
ThermoFisher Scientific (Acquirer) (NYSE: TMO)
Overview
• World leader in serving science
• 39,000 Employees
• 2012 Revenue: $12.0B
• Supplies to pharmaceutical and biotech companies, hospitals and clinical
diagnostic labs, universities, research institutions, and government agencies
Acquisition of ONE LAMBDA Inc.
• Global leader in transplant
diagnostics
2013
2012
2011
2010
2009
Proven Track Record of
Acquisitions
37%
24%
18%
18%
-3%
Business Segments
Laboratory Products and Services
Life Sciences Solutions
Speciality Diagnostics
Analytical Technologies
Eliminations
51%
31%
8%
5%
5%
Geographic Segments
United States
Other
China
Germany
United Kingdom
Acquisition of Life
Technologies

LIFE TECHNOLOGIES INC. (Target) (NYSE: 1255459D)
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Cash Flow to Total Debt
LABEQ DRUGS LIFE TMO
0
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After - tax Return on Invested Capital
LABEQ DRUGS LIFE TMO
Attractive Revenue Profile
Premium life Sciences brands
Overview
• A global leader in life sciences
• 2012 Revenue: $3.8B (CAGR 23%)
• 10,000 Employees
• 50,000+ Products
43%
38%
19%
0%
Business Segments
Research Consumables
Genetic Systems
Applied Sciences
42%
29%
24%
3%2%
Geographic Segments
Americas
Europe
Asia Pacific
Other Revenue
Other Foreign
60
70
80
90
100
110
120
130
140
150
160
Apr-12May-12 Jun-12 Jul-12 Aug-12Sep-12Oct-12 Nov-12Dec-12 Jan-13 Feb-13Mar-13
1255459D Price versus Peers & Benchmark
(Normalized)
LIFE TECHNOLOGIES CORP Peer Index SPX
Attractive Fundamentals
• Life Technologies Corporation develops
biotechnology tools used by
researchers.
• Life's portfolio of products includes
technologies for capillary
electrophoresis based sequencing,
sequencing, mass spectrometry
sample preparation, and cell culture.

Industry Outlook* (Laboratory Supply Wholesaling in the US)
Strong economic recovery has spurred rebounds in the private sector, boosting demand for industry Products. Economic recovery is
forecast to increase revenue at an annualized rate of 0.7% to $21.3 billion during the five years to 2021.
• Greater competition will also spur
companies to hire more employees
during the five years to
2021. Over the five-year period,
industry employment is forecast to
increase at an annualized rate of
0.7% to 32,408 employees.
• An estimated 17.5% of biotech
revenueis devoted to R&D, and
growing demand in this field is
anticipatedto leadto revenue growth
forthe Laboratory
• During the five years to 2021,
IBISWorld forecasts that the industry
will continue to undergo restructuring
and acquisitions, with the number of
industry enterprises falling at an
annualized rate of 0.2% to 2,507
companies during the five-year
period.
*IBISWorld Industry report

Proposed Transaction Summary*
STRUCTURE
CONSIDERATION*
IMPLIED LIFE PRICE
PER SHARE
PREMIUM
ANTICIPATED
CLOSING
• All cash deal
• ThermoFisher will also take Life Technologies’ debt of $2.2B
• Total consideration of $16.3B
• Implied price per fully diluted share = $76
• Announced April 2013
• Anticipated closing early 2014 contingent upon regulatory approval
• At announcement, Life’s shares trading at $68
• Premium at announcement : 12%
*From investors relation presentation

Transaction Rationale
• Strengthens technology and innovation leadership through complementary offerings that broaden ThermoFisher’s
industry-leading portfolio
 Life’s extensive offering of consumables for genomics, and molecular and cell biology and is well-known for its next-
generation sequencing capability,
 Life’s technologies for bio-production and forensics applications.
 New opportunities to support the convergence of life sciences tools and diagnostics.
• Creates the ultimate customer partner, enhancing ThermoFisher commercial strength and global reach
 Life transacts more than half of its orders online through a highly regarded e-commerce platform.
 This leading capability, combined with ThermoFisher extensive research and healthcare customer channels, creates a
world-class commercial infrastructure.
 The combined company will also build on its strong foothold in Asia-Pacific, particularly in China, to meet increasing
customer demand in life sciences and healthcare.
• Creates compelling value for shareholders, with attractive financial returns and new growth opportunities
 Opportunity for $275 million of adjusted operating income synergies in year three following the close, consisting of $250
million of cost synergies and $25 million of revenue synergies.
 Transaction expected to be significantly and immediately accretive to adjusted EPS.

Target & Acquirer - standalone valuation
• Price Range/share: $60 to $90
• LIFE is fair valued in the market
• Premium paid for the acquisition is
reasonable
• Price Range/share: $100 to $127
• ThermoFisher is priced at the lower end,
leaving opportunities for significant
upside.
• Equity deal likely to be attractive.

Comparable Transactions Multiples
• LIFE is receptive to acquisition, as evident
in it hiring IB firm in Jan 2013
• Lower than median comparable deal
multiples is possibly due to the FRIENDLY
nature of the transaction.
• Deal Comp Multiples indicate that the
transaction value of this deal is FAIR.
Target Company Announcement Date
Total Value
($. Million) EBITDA EBIT Revenue Total Assets Book Value
Enterprise
Value
Cytyc Corp May 20, 2007 5657.65 22.17x 26.35x 8.89x 3.91x 7.87x 1.35x
Gen-Probe Inc April 30, 2012 3757.47 19.40x 25.56x 6.41x 3.43x 5.04x 1.31x
Immucor Inc July 5, 2011 1645.65 11.41x 13.06x 4.94x 2.60x 2.89x --
BioVeris Corp April 4, 2007 538.01 -- 22.36x 6.69x 8.99x 1.65x
Cytyc Prenatal Products Corp February 12, 2007 343.03 220.46x 256.76x 6.60x 2.96x 3.20x 1.59x
IRIS International Inc September 17, 2012 332.72 27.69x 50.25x 2.73x 2.88x 3.53x 1.93x
Cholestech Corp June 4, 2007 246.11 17.34x 21.03x 3.54x 2.44x 2.61x 1.13x
Trividia Health Inc February 3, 2010 188.41 15.72x 34.65x 1.55x 1.31x 1.67x 2.04x
Life Technologies April 15, 2013 15402.34 13.20x 20.93x 4.03x 1.80x 3.29x 1.17x
Median 440.52 19.40x 26.35x 5.67x 2.92x 3.37x 1.59x
Average 1588.63 47.74x 61.09x 7.13x 3.28x 4.48x 1.57x
Min 188.41 11.41x 13.06x 1.55x 1.31x 1.67x 1.13x
Max 5657.65 220.46x 256.76x 22.36x 6.69x 8.99x 2.04x
Transaction Value /
TRAILING 12 MONTHS
Target Company Announcement Date
Total Value
($. Million) EBITDA EBIT Revenue
FTM Net
Income
FTM Free
Cash
Cytyc Corp May 20, 2007 5657.65 -- -- -- -- --
Kyphon Americas Inc July 27, 2007 3812.84 26.22x 34.35x 6.55x 62.37x --
Gen-Probe Inc April 30, 2012 3757.47 17.24x 23.78x 5.86x 31.65x 26.39x
Immucor Inc July 5, 2011 1645.65 -- -- -- -- --
BioVeris Corp April 4, 2007 538.01 -- -- -- -- --
Cytyc Prenatal Products Corp February 12, 2007 343.03 -- -- -- -- --
IRIS International Inc September 17, 2012 332.72 23.77x -- 2.58x 59.10x 94.53x
Cholestech Corp June 4, 2007 246.11 -- -- 3.16x 27.62x --
Trividia Health Inc February 3, 2010 188.41 12.31x 22.38x 1.49x 37.24x --
Life Technologies April 15, 2013 15402.3 11.02x 13.76x 3.92x 17.36x 16.19x
Median 440.52 20.51x 23.78x 3.16x 37.24x 60.46x
Average 1588.63 19.89x 26.84x 3.93x 43.59x 60.46x
Min 188.41 12.31x 22.38x 1.49x 27.62x 26.39x
Max 5657.65 26.22x 34.35x 6.55x 62.37x 94.53x
FOWARD 12 MONTHS
Transaction Value /

Transaction Scenarios – Accretion/Dilution Analysis* (Base Case – 100% cash deal) – As Announced
Purchase of Equity 13,283.20$
- Cash & Equivalents 277.90$
+ Preferred Equity -$
+ Minority Interest 0.70$
+ Total Debt 2,397.00$
= Total 15,403.10$
Uses (in Millions)
Common Stock -$
+ Transaction Financing 13,283.20$
= Total 15,403.10$
Sources (in Millions)
Deal Size/Multiples Target @ Deal Price Target Acquirer
Price +12.0% 76.13 68 79.59
Equity Value (million) 13,283.20$ 11,864.70$ 28,787.70$
Enterprise Value (million) 15,403.10$ 13,984.60$ 34,897.80$
P/E FTM 2013 (estimated) 18.1x 16.2x 14.7x
EV/EBITDA CY2013 12.6x 11.4x 12.5x
EV/EBITDA CY2014 11.8x 10.8x 8.6x
Pro Forma Acquirer Proforma Target Acquirer
CY2013 EPS Acc +30.6% 7.08 4.21 5.42
P/E required to maintain share price 11.2x 16.2x 14.7x
Additional Synergies to break even (million) (666.90)$
CY2014 EPS Acc +25.9% 8.76 4.50 6.96
Net Leverage (Net Debt/TTM EBITDA) +3.6x 6.0x 2.0x 2.4x
Equity Ownership by Target Holders 0.0%
• Highly Accretive
• Credit Rating might be a concern
• Expect credit rating agencies place TMO’s bonds under credit watch or
even downgrade due to increased leverage ratio
Assumptions
• Cash / Share: $76.13
• Exchange Ratio: 0.0
• Cost of Debt: 3.0%
• Margin Tax: 10%
• Synergies: $250 million
*As per Bloomberg M&A estimates

Transaction Scenarios – Accretion/Dilution Analysis* (Scenario - 100% stock deal) –
Unlikely
Assumptions
• Margin Tax: 10%
Price +12.4% 76.41 68 79.59
EV/EBITDA CY2013 12.6x 11.4x 12.5x
EV/EBITDA CY2014 11.9x 10.8x 8.6x
CY2013 EPS Acc +1.8% 5.52 4.21 5.42
CY2014 EPS Dil -4.2% 6.66 4.50 6.96
Additional Synergies to break even (million) 173.10$
Net Leverage (Net Debt/TTM EBITDA) -0.1x 2.3x 2.0x 2.4x
• Highly Dilutive
• Will be difficult to obtain acquirer shareholder approval
• Attractive for target shareholder due to estimated TMO’s upside potential
= Total 15,451.30$
Uses (in Millions)
Common Stock 13,331.50$
+ Transaction Financing -$
= Total 15,451.30$

Transaction Scenarios – Accretion/Dilution Analysis* (Scenario– 50% cash & 50% stock deal)
Assumptions
• Margin Tax: 10%
Price +12.1% 76.20 68 79.59
EV/EBITDA CY2013 12.6x 11.4x 12.5x
EV/EBITDA CY2014 11.9x 10.8x 8.6x
CY2013 EPS Acc +13.5% 6.15 4.21 5.42
CY2014 EPS Acc +8.0% 7.52 4.50 6.96
• Moderately Accretive
• Moderate impact on credit rating
• Will be difficult to obtain acquirer shareholder approval
• Attractive for target shareholder due to estimated TMO’s upside potential
= Total 15,451.90$
Uses (in Millions)
= Total 15,451.90$

Transaction Scenarios – Accretion/Dilution Analysis* (Reverse Scenario) – IMAGINARY
Assumptions
• Margin Tax: 18.3%
• Price Premium: +12.1%
What if Life Tech tries to acquire ThermoFisher?
- Cash & Equivalents 1,008.30$
+ Minority Interest -$
= Total 38,388.20$
Uses (in Millions)
- Cash & Equivalents 1,008.00$
+ Minority Interest -$
= Total 38,388.20$
Price +12.1% 89.24 79.59 68
EV/EBITDA CY2013 13.8x 12.5x 11.4x
EV/EBITDA CY2014 9.5x 8.6x 10.8x
CY2013 EPS Acc +79.4% 7.55 5.42 4.21
Additional Synergies to break even (million) (1,349.70)$
CY2014 EPS Acc +108.8% 9.39 6.96 4.50
Additional Synergies to break even (million) (1,976.30)$

Enhanced Financial Scale and Market Position
Combination increases ThermoFisher’s scale and efficiency, driving meaningful value to stockholders.
2014 Revenues
2014 EBITDA
12/31/2014 Debt
THERMO FISHER LIFE TECH Combined with Synergies
Debt / EBITDA (x)
$12,644.6 million
29.0 YoY Growth (%)
$3,892.0 million
24.0 YoY Growth (%)
$7,118.4 million
3.2x
$3,821.9 million
2.9 YoY Growth (%)
$1,494.4 million
32.9 YoY Growth (%)
$2,400 million
2.2x
$16,466.5 million
29.0 YoY Growth (%)
$5386.4 million
24.0 YoY Growth (%)
$12,500 million
4.5x

Enhanced Market Position
Combined companies create greater financial value, drive greater market efficiencies and remain nimble to better capitalize on international
market opportunities
NET REVENUE – 2014 ($ in millions)
EBITDA – 2014 ($ in millions)
$-
$5,000.00
$10,000.00
$15,000.00
$20,000.00
Thermo Fisher Life
Technologies
Illumina Inc Agilent
Technologies
Waters Corp Mettler-Toledo Bruker Corp VWR Corp ABAXIS Inc Haemonetics
Corp
Perkin Elmer
Inc
$-
$1,000.00
$2,000.00
$3,000.00
$4,000.00
$5,000.00
Thermo Fisher Life
Technologies
Illumina Inc Agilent
Technologies
Waters Corp Mettler-Toledo Bruker Corp VWR Corp ABAXIS Inc Haemonetics
Corp
Perkin Elmer
Inc

Regulatory and Competitive Consideration
Competition enforcement agencies around the world reviewed this transaction and brought
up the following risks of a less competitive market. (US, Australia, Canada, China,
European Union, Japan, and Korea)
ThermoFisher post merger market share:
• Greater than 50% of the worldwide market for individual siRNA reagents
• Greater 90% of the market for siRNA reagent libraries.
• Greater 50% share of the worldwide market for cell culture media
• Approximately 60% of the market for cell culture sera.
BUSINESS DESCRIPTION
Cell Culture Serums and cell growth media for live cell cultures
Gene Modulation siRNAs, shRNAs, and purification kits to isolate DNA and RNA
Magnetic beads Beads for isolating nucleic acids
SATISFYING REGULATORS
ThermoFisher sells 3 business to GE for $1.1 billion
TOTAL 2013 SALES = $250 MILLION

Competing Bids
Life Tech chose Thermo over Sigma-Aldrich Corp, a maker of chemicals for research laboratories, and a
private equity consortium consisting of Blackstone Group, Carlyle Group, KKR & Co and Temasek
Holdings.
Offer from consortium of PE firms
Offer from competitors
The private equity consortium raised its offer on the
Friday before the deal was announced from $65 to
about $67 per share (roughly $11 billion), short
of ThermoFisher's bid.
Life Technologies had sought a higher price
from bidders after receiving committed offers.
"Life is a company with nearly 85% recurring
revenues, has the highest operating margins among
its peers, and is a free-cash-flow machine,"
Jonathan Groberg,
Analyst, Macquarie Capital Inc.

TMO - Proven Ability to Deliver Growth
• Sales in 2012 were $12.51 billion, increase of $951
million from 2011. The increase was due to
acquisitions, including Phadia® and Dionex®, and
higher sales at existing businesses.
• Demand from customers in academic and
government markets slowed. Expected weakness in
academic and government markets in near term due
to uncertainty in the government funding
expectations in the US and Europe
• TMO’s strategy to augment internal growth at
existing businesses with complementary
acquisitions seems to have paid off well.
Example
One Lambda, a provider of transplant
diagnostics, was acquired in Sep 2012
to enhance the company’s presence in
specialty in vitro diagnostics and add
new capabilities to the company’s
transplant – testing workflow.
17
Full Year 2008– 2012 EPS Growth
-
0.50
1.00
1.50
2.00
2.50
3.00
3.50
4.00
FY 2008 FY 2009 FY 2010 FY 2011 FY 2012
Diluted EPS
MGT 6066 Fall 2016 – Corporate Restructuring
0.0%
2.0%
4.0%
6.0%
8.0%
10.0%
12.0%
14.0%
16.0%
FY 2008 FY 2009 FY 2010 FY 2011 FY 2012
Free Cash Flow Margin
Full Year FCF Margin 2008– 2012

Proven Ability to Deliver Productivity Efficiency
• In 2012, total company operating income and
operating income margin were $1.48 billion and
11.8%, respectively, compared with $1.25 billion and
10.8%, respectively, in 2011. The increase in
operating income was primarily due to profit on
incremental sales from acquisitions and existing
businesses
• $67 million of cash restructuring costs primarily for
continued headcount reductions and facility
consolidations in an effort to streamline operations,
including severance to reduce headcount at several
businesses and abandoned facility expenses at
businesses that have been or are being
consolidated, such as the consolidation of several
facilities in the U.S. and Europe.
• Return on Capital and Return on Assets is expected
to improve once post merger integration (Phadia,
One Lambda and Dionex) activities are completed.
18
Efficiency Metrics
MGT 6066 Fall 2016 – Corporate Restructuring
17.0%
17.5%
18.0%
18.5%
19.0%
19.5%
20.0%
FY 2008 FY 2009 FY 2010 FY 2011 FY 2012
EBITDA Margin
0.0%
1.0%
2.0%
3.0%
4.0%
5.0%
6.0%
7.0%
8.0%
FY 2008 FY 2009 FY 2010 FY 2011 FY 2012
Return on Capital
5.1x
5.1x
5.2x
5.2x
5.3x
5.3x
5.4x
5.4x
5.5x
5.5x
FY 2008 FY 2009 FY 2010 FY 2011 FY 2012
Inventory Turnover
0.0%
1.0%
2.0%
3.0%
4.0%
5.0%
6.0%
FY 2008 FY 2009 FY 2010 FY 2011 FY 2012
Return on Assets

THERMO FISHER’s Successful Acquisition Track Record
PHADIA
DIONEX
ONE LAMBDA
• Enhances ThermoFisher's leadership position in high growth, high margin specialty diagnostics
• Accelerates growth opportunities for Phadia
• Expected to be immediately accretive to adjusted EPS; generates revenue, cost & tax synergies
• PHADIA expected to increase 2011 revenue by $190 M and improve EPS by $0.07
• Sales in 2012 improved by $951M in 2012 and by $262M in 2011
• Increase ThermoFisher's footprint in growing Asia-Pacific market
• Improve performance & productivity for customers
• Expected to be accretive to adjusted EPS by $0.13 to $0.15 in first 12 months post close and expected to
generate $60 million in total operating synergies in year three
• Sales in 2012 improved by $951M in 2012 and by $262M in 2011
• Enhances ThermoFisher’s Presence in Specialty in vitro Diagnostics
• Creates Opportunities to Leverage ThermoFisher’s Commercial Infrastructure in Emerging Markets
• Upon close the transaction is expected to improve adjusted EPS by $0.09 to $0.11 per share
• Transaction was expected to generate revenue and cost synergies to improve operating income by $15M
• Transaction resulted in annual cost saving of $85M in 2013

Analyst Reaction
“We believe TMO remains well-positioned as a stand-alone entity, and LIFE is a “nice to have”
rather than a “must have,” we remain constructive on the potential for a deal for TMO.
Tycho W. Peterson, J P Morgan
 TMO remains the most likely acquirer, in our view... according to press reports, TMO was the only strategic bidder for LIFE, and
bid higher than private equity. While we expect TMO’s bid to include equity (so that the company can stay in its leverage comfort
range), a higher bid that includes equity that is likely to appreciate should be easily superior to a lower cash offer.
 …as a potential deal could be highly accretive… we could easily see >$500M of operating income synergies over time, with
overlapping sales channels, G&A functions, and LIFE’s overspending on R&D being low-hanging fruit. It should also be noted that
LIFE’s >1,000bp higher tax rate represents a significant source of potential net income synergies over time, in our view. With this in
mind, we believe it is not difficult to see >10% ROIC on a LIFE acquisition around $70, which should bolster the case for TMO as a
strong cash generator with improving returns.
 …but we would expect TMO to under-promise and over-deliver. If/when a deal is announced, we believe that TMO is likely to
under-promise on synergies and accretion, consistent with the company's track record of being conservative with guidance over the
last year, and setting up a multi-year beat-and-raise story. While it is possible to see FY14 accretion as much as $1 in EPS (~17%), it
is far more likely that initial expectations could be for half this amount, in our view.
 Thoughts on antitrust. While it is not uncommon for deals in this highly technical industry to receive second requests in the U.S.
(and it seems the revenue threshold would almost certainly require a China review), we believe that antitrust approval would
eventually be granted without any material effect on the business. If divestitures are required in the small parts of the business that
do overlap (PCR, parts of bio production), we find it difficult to see much north of 1% of the combined total revenue.

Event Studies
-4.00%
-2.00%
0.00%
2.00%
4.00%
6.00%
8.00%
CAR before
investment firm
was hired
CAR after
investment firm
was hired
CAR before deal
announcement
CAR after deal
announcement
Cumulative Abnormal Return (TMO)
1 Day 10 Days 40 Days
0.00%
2.00%
4.00%
6.00%
8.00%
10.00%
12.00%
14.00%
16.00%
CAR before
investment firm was
hired
CAR after
investment firm was
hired
CAR before deal
announcement
CAR after deal
announcement
Cumulative Abnormal Return (LIFE)
1 Day 10 Days 40 Days
DATE EVENT
LIFE previous day closing price
(Trading Volume)
LIFE same day closing price
(Trading Volume)
THERMO previous day closing price
(Trading Volume)
THERMO same day closing price
(Trading Volume)
$54.97 $60.79 $68.93 $69.40
(2,866,092) (16,500,554) (1,836,400) (1,738,400)
$68.23 $73.50 $79.59 $78.58
(3,253,850) (46,272,855) (2,325,200) (14,442,500)
18-Jan-13
LIFE hires two investment
firms
15-Apr-13
THERMO deal
announced

Post Deal Announcement
Approval by
Target &
Acquirer
board of
directors
Approval by
LIFE
shareholders
Approval by
European
Commission
Approval by
Australian
Competition
& Consumer
Commission
Approval by
Chinese
Ministry of
Commerce
Approval
by Federal
Trade
Commission
04/15/13 08/21/13 11/26/13 12/19/13 01/15/14 01/15/14
02/03/14
Deal
Completion

Closing Thoughts*
From ThermoFisher’s 2015 10K ….
• Sales in the Life Sciences Solutions segment increased $244 million to $4.44 billion in 2015 primarily due to the acquisition of Life Technologies, net of
divestitures. The increase in pro forma revenue at existing businesses was primarily due to increased demand for bioprocess production products as well as
biosciences products.
• During 2015 , the company’s cash flow from operations totaled $2.82 billion compared with $2.62 billion for 2014 . The increase resulted from cash
disbursements in the 2014 period totaling $325 million related to the acquisition of Life Technologies, including severance obligations, third-party
transaction/integration costs and monetizing certain equity awards held by Life Technologies employees at the date of acquisition.
• In addition, the company recorded $82 million of cash restructuring costs primarily for actions to achieve synergies from the Life Technologies acquisition.
• The company’s effective tax rate was 9.2% in 2014. Aside from the discrete tax on the divestiture, the company had a benefit from income taxes primarily due to
restructuring and other costs associated with the acquisition of Life Technologies.
0.00%
20.00%
40.00%
60.00%
2012 2013 2014 2015
2 Year Performance Post Acquisition
% of Total Revenue Total Revenue Growth
Division Revenue Growth EPS Growth
0
5
10
15
20
2012 2013 2014 2015
Life Science Division Total revenue
Revenue ($, billion)
*From ThermoFisher’s 2015 10K statement

Rohit Behera - M&A Work Sample - ThermoFisher Scientific acquires Life Tech

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