Thermo Fisher Scientific Inc. (TMO), the world leader in serving science, today announced that it has signed a definitive agreement to acquire One Lambda, the leader in transplant diagnostics, for $925 million in cash, subject to a post-closing adjustment. The purchase price includes the cost of a three-year retention program established by One Lambda for the benefit of key employees, amounts payable to certain shareholders for noncompetition agreements, and a one-year earn-out provision based on the achievement of certain financial targets. The transaction, which is expected to be completed in the fourth quarter of 2012, is expected to be immediately accretive upon close and add $0.09 to $0.11 to Thermo Fisher’s 2013 adjusted earnings per share (EPS).
Partner Hal Leibowitz, vice chair of WilmerHale’s Corporate and Transactional Department, led the team advising Thermo Fisher on the acquisition. Other members of the WilmerHale team included Partners Keith Barnett, Robert Burke, Nan Giner, Jeffrey Hermanson, Belinda Juran and Amy Null; Counsels Cormac O’Daly, Kevin Sullivan, Kimberly Wade; Senior Associates Ciara Baker and Rebecca Nauta; and Associates Kevin Ellis and Samuel Wakefield.
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