Fisher Scientific International and Apogent Technologies to Combine in $3.7 Billion Transaction

Combination Provides Fisher Scientific with a $1.1 Billion Footprint in Life-Science Market

22-Mar-2004

Fisher Scientific International Inc. and Apogent Technologies Inc. announced today that the boards of directors of both companies have unanimously approved a definitive merger agreement to combine the two companies. This strategic combination significantly bolsters Fisher's proprietary-product portfolio and provides the company with a $1.1 billion footprint in the high-growth life-science market.

As a result of the transaction, Fisher Scientific will benefit from substantially increased cash flow and financial flexibility to pursue additional growth opportunities. Through combined product-development efforts, an enhanced global presence and strengthened service capabilities, Fisher will be uniquely positioned to provide its customers with innovative products and services.

Under the terms of the merger agreement, Apogent shareholders will receive tax-free 0.56 shares of Fisher Scientific's common stock for each share of Apogent common stock they own. Based on Fisher's closing price of $52.32 per share on March 16, 2004, this transaction would have a value of $29.30 per Apogent share. The combined company would have pro forma 2004 full-year revenues of approximately $5.1 billion and an enterprise value of approximately $9 billion, including $2.7 billion of net debt. Upon completion of the transaction, Fisher's shareholders would own approximately 57 percent of the combined company, and Apogent's shareholders would own approximately 43 percent. The companies anticipate that the transaction will be completed early in the third quarter of the 2004 calendar year.

As a result of the combination, Fisher Scientific anticipates it will achieve synergies of approximately $55 million in 2005 and up to $100 million on an annualized basis by year-end 2006.

"Today's announcement represents a major strategic milestone for our company and will create a more integrated and efficient global supply network for our customers," said Paul M. Montrone, chairman and chief executive officer of Fisher Scientific. "With Apogent Technologies, Fisher Scientific has further enhanced its position in the life-science, scientific-research and clinical-lab markets and created a stronger platform for growth. Joining forces with Apogent enables Fisher to create efficiencies for our customers and value for our shareholders."

Fisher Scientific Vice Chairman Paul M. Meister added, "This transaction expands our portfolio of proprietary consumable products, which creates revenue growth opportunities, enhances our margins and drives earnings growth. Notably, the combined company will also generate significant free-cash flow, which will enable us to continue pursuing high-growth opportunities that benefit our shareholders."

"Fisher is an industry leader and a company that we know well," said Frank H. Jellinek, Jr., president and chief executive officer of Apogent Technologies Inc. "Apogent's customers, employees and shareholders have a very attractive opportunity to participate in the exciting potential created by the combination of these two businesses."

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