Transaction Valuation* | Amount of Filing Fee** | ||||
$2,271,379,560 | $161,949.36 | ||||
* | Estimated for purposes of calculating the filing fee only. This amount is based on the offer to purchase all 19,167,760 outstanding shares of common stock of Dionex Corporation at a purchase price of $118.50 cash per share, as of November 30, 2010, the most recent practicable date. | |
** | The amount of the filing fee is calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, by multiplying the transaction valuation by 0.00007130. | |
þ | Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid:
|
$161,949.36. | Filing Party: | Thermo Fisher
Scientific Inc. and Weston D. Merger Co. |
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Form or Registration No.:
|
Schedule TO. | Date Filed: | December 20, 2010. |
o | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
þ | third-party tender offer subject to Rule 14d-1. | |
o | issuer tender offer subject to Rule 13e-4. | |
o | going-private transaction subject to Rule 13e-3. | |
o | amendment to Schedule 13D under Rule 13d-2. |
Items 1 and 4. | ||||||||
Item 12. | ||||||||
SIGNATURES | ||||||||
EXHIBIT INDEX | ||||||||
EX-99.A.5.J |
Weston D Merger Co. |
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By: | /s/ Seth Hoogasian | |||
Name: | Seth Hoogasian | |||
Title: | President | |||
Thermo Fisher Scientific Inc. |
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By: | /s/ Seth Hoogasian | |||
Name: | Seth Hoogasian | |||
Title: | Senior Vice President, General Counsel and Secretary | |||
Exhibit No. | Description | |
(a)(1)(A)
|
Offer to Purchase dated December 20, 2010.* | |
(a)(1)(B)
|
Letter of Transmittal.* | |
(a)(1)(C)
|
Notice of Guaranteed Delivery.* | |
(a)(1)(D)
|
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* | |
(a)(1)(E)
|
Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* | |
(a)(1)(F)
|
Summary Advertisement dated December 20, 2010.* | |
(a)(5)(A)
|
Joint Press Release issued by Thermo Fisher Scientific Inc. and Dionex Corporation on December 13, 2010 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Thermo Fisher Scientific Inc. on December 13, 2010).* | |
(a)(5)(B)
|
Investor Presentation, dated December 13, 2010 (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed by Thermo Fisher Scientific Inc. on December 13, 2010).* | |
(a)(5)(C)
|
Transcript of Conference Call held December 13, 2010 (incorporated by reference to Exhibit 99.3 to the Current Report on Form 8-K filed by Thermo Fisher Scientific Inc. on December 13, 2010).* | |
(a)(5)(D)
|
Letter to Dionex employees from Marc Casper, Chief Executive Officer of Thermo Fisher, dated December 13, 2010 (incorporated by reference to the Schedule 14D-9 filed by Dionex Corporation on December 13, 2010).* | |
(a)(5)(E)
|
Press Release issued by Thermo Fisher Scientific Inc., dated January 10, 2011.* | |
(a)(5)(F)
|
Press Release issued by Thermo Fisher Scientific Inc., dated January 14, 2011.* | |
(a)(5)(G)
|
Excerpts from transcript of Conference Call held by Thermo Fisher Scientific Inc. on February 2, 2011 regarding Thermo Fisher Scientific Inc.’s fourth quarter and fiscal 2010 earnings release.* | |
(a)(5)(H)
|
Press Release issued by Thermo Fisher Scientific Inc., dated February 14, 2011.* | |
(a)(5)(I)
|
Press Release issued by Thermo Fisher Scientific Inc., dated February 14, 2011.* | |
(a)(5)(J)
|
Press Release issued by Thermo Fisher Scientific Inc., dated February 15, 2011.** | |
(b)
|
Commitment Letter dated as of December 12, 2010 among Thermo Fisher Scientific Inc., Barclays Bank PLC, JPMorgan Chase Bank, N.A. and J.P. Morgan Chase Manhattan Bank.* | |
(c)
|
Not applicable. | |
(d)
|
Agreement and Plan of Merger dated as of December 12, 2010 among Thermo Fisher Scientific Inc., Weston D Merger Co. and Dionex Corporation (incorporated by reference to the Form 8-K filed by Thermo Fisher Scientific Inc. on December 16, 2010).* | |
(e)
|
Not applicable. | |
(f)
|
Not applicable. | |
(g)
|
Not applicable. | |
(h)
|
Not applicable. |
* | Previously filed. | |
** | Filed herewith. |