Please note that the following presentation contains financial projections and other forward-looking statements that are specific to the date of the presentation July 16, 2012 and should not be considered current after that date.
Thermo Fisher Scientific to Acquire One Lambda July 16, 2012 1 The world leader in serving science
Safe Harbor Statement / Use of Non-GAAP Financial Measures The following constitutes t a "Safe Harbor" statement t t under the Private Securities Litigation Reform Act of 1995: This presentation contains forward-looking statements that involve a number of risks and uncertainties. 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 most recent quarterly report, under the caption Risk Factors, which is on file with the Securities and Exchange Commission and available on Thermo Fisher's website. Additional important factors that could cause actual results to differ materially from those indicated by forward-looking statements include risks and uncertainties relating to: the need to develop new products and adapt to significant technological change; implementation of strategies for improving growth; general worldwide economic conditions including economic conditions in the countries in which Thermo Fisher and sell products, and related uncertainties; dependence on customers' capital spending policies and government funding policies; the effect of exchange rate fluctuations on international operations; the effect of healthcare reform legislation; use and protection of intellectual property; p the effect of changes in governmental regulations; and the effect of laws and regulations governing g government contracts, as well as the possibility that expected benefits related to the transaction may not materialize as expected; the transaction not being timely completed, if completed at all; prior to the completion of the transaction, One Lambda s business experiencing disruptions due to transaction-related uncertainty or other factors making it more difficult to maintain relationships with employees, licensees, other business partners or governmental entities; and the parties being unable to successfully implement integration strategies. While Thermo Fisher may elect to update forward-looking statements at some point in the future, Thermo Fisher specifically disclaims i any obligation to do so, even if estimates t change and, therefore, you should not rely on these forward-looking statements as representing our views as of any date subsequent to today. In addition to the financial measures prepared in accordance with generally accepted accounting principles (GAAP), we use certain non-gaap financial a measures, es, including adjusted EPS, adjusted operating income, and adjusted EBITDA, which exclude restructuring and other costs/income and amortization of acquisition-related intangible assets. Adjusted EPS also excludes certain other gains and losses, tax provisions/benefits related to the previous items, benefits from tax credit carryforwards, the impact of significant tax audits or events and discontinued operations. We exclude the above items because they are outside of our normal operations and/or, in certain cases, are difficult to forecast accurately for future periods. We believe that the use of non- GAAP measures helps investors to gain a better understanding of our core operating results and future prospects, consistent with how management measures and forecasts the company's performance, especially when comparing such results to previous periods or forecasts. 2
One Lambda Creating Shareholder Value One Lambda the global leader in transplant diagnostics Consistent with our specialty in vitro diagnostics strategy Complements our immunosuppressant drug monitoring product offering Creates opportunity to leverage commercial infrastructure in emerging markets $925 million purchase price funded with cash and new debt Financially compelling Immediately accretive, solid return, attractive valuation Expected to close in Q4 of 2012 Customary regulatory approvals Further enhances our leadership in specialty diagnostics 3
One Lambda The Clear Global Leader in Transplant Diagnostics Serology 7% 2011 Revenue World leader in transplant diagnostics 2011 revenue: $182 million HLA Typing 44% Antibody Detection 49% 1,400 customers Transplant centers HLA clinical, academic and research testing labs Clinicians Headquartered in Canoga Park, California 320 employees Asia Pacific 5% Brazil 10% ROW 5% Europe 21% North America 59% 4
Transplant Diagnostics is an Attractive Market $480 million market in 2011, growing mid- to high-single digits Growth of transplant diagnostics market driven by: Increasing global demand for transplant procedures Increasing utilization (i.e., tests per patient) Growing use of post-transplant antibody monitoring i due to new scientific ifi evidence showing continued antibody monitoring improves graft survival New drug therapy enables a compelling companion diagnostics opportunity Transplant Testing Workflow Cross- HLA Typing Screening Identification Transplant Matching Post-Transplant Monitoring One Lambda is the leader in transplant diagnostics 5 Source: Scientia Advisors Analysis
Increases Our Depth of Capabilities in Specialty Diagnostics Thermo Fisher Specialty Diagnostics Segment Healthcare Market Channel Anatomical Pathology Microbiology Clinical Assays One Lambda Immunodiagnostics Strong Strategic Fit Markets Expands presence in attractive and growing market segment Opportunity to leverage Thermo Fisher s strength in emerging markets Technologies Enhances Thermo Fisher offering in immune-response diagnostics space Customers Leverage One Lambda s deep, longstanding customer relationships Pro Forma Revenues* $3.0B 6 * Revenues based on LTM ending 3/31/12
Significant Financial Benefits Create Shareholder Value Expected to be immediately accretive to adjusted EPS and add approximately $0.09 -$0.11 in 2013 Synergies Expect total t adjusted d operating income benefit of approximately $15 million in 2015 Net of approximately $10 million of incremental investments to improve operating processes and fund development Opportunity to leverage Thermo Fisher s global infrastructure and commercial presence to accelerate growth Tax efficiencies from leveraging Thermo Fisher s global structure 338(h)(10) election to provide significant cash tax benefit Creates annual cash tax savings of approximately $19 million for 15 years, resulting in $190 million NPV tax benefit Attractive purchase price multiple Implied 2011 EBITDA purchase price multiple of 10.9x Including value of 338(h)(10) tax benefit, implied 2011 EBITDA purchase price multiple of 8.7x Transaction ROIC expected to exceed WACC in 2015 7
Consistently Returning Capital to Our Shareholders Share Repurchase Program Board of Directors authorized an additional $500 million share repurchase program effective 7/15/12 expires 12/31/12 $250 million remaining of existing $750 million repurchase authorization $400 million spent in first half of 2012 and $100 million in Q4 2011 Total of $750 million available for the remainder of 2012 Dividend Board of Directors authorized first dividend in early 2012 Initial quarterly dividend of $0.13 paid April 16 Subsequent dividends of $0.13 payable July 15, October 15 8
One Lambda Creating Shareholder Value Very well aligned with our specialty diagnostics strategy Further enhances our leadership in specialty diagnostics Financially compelling transaction 9