Thermo Fisher Scientific Completes Acquisition of Clario Holdings, Inc.

Key Terms

earnout financial

An earnout is a financial agreement in which part of the purchase price for a business is paid later, based on the company's future performance. It acts like a bonus system, where sellers earn extra money if the business hits certain goals, aligning their interests with the buyer’s success. Investors pay attention to earnouts because they influence the total deal value and can affect the company's future financial health.

adjusted operating margin financial

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adjusted earnings per share financial

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earn-out payments financial

Earn-out payments are extra sums promised to the seller of a business that are paid later only if the company meets agreed performance targets, such as revenue or profit levels. They matter to investors because they shift some acquisition risk from the buyer to the seller, affect future cash flow and reported purchase price, and can change how much value is ultimately paid for an acquisition—think of it like a performance bonus tied to how well the bought business performs.

internal rate of return financial

A percentage that represents the annualized yield an investment would earn, taking into account the timing and amount of all cash inflows and outflows; mathematically it is the rate that makes the discounted sum of future cash flows equal the initial cost. Investors use it to compare different projects or deals the way they compare interest rates — a higher internal rate of return suggests a stronger potential payoff, but it does not by itself show risk, scale, or timing nuances.

non-GAAP financial

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Further strengthens Thermo Fisher’s position as the trusted partner to pharma and biotech customers, delivering important customer benefits

Attractive return profile given high growth and strong margin profile of Clario, and meaningful synergies – reflecting the company’s disciplined approach to capital deployment

WALTHAM, Mass.--(BUSINESS WIRE)-- Thermo Fisher Scientific Inc. (NYSE: TMO), the world leader in serving science, today announced the completion of its acquisition of Clario Holdings, Inc., a leading provider of endpoint data solutions for clinical trials, for $8.875 billion in cash, plus potential additional earnout and other payments, largely dependent on performance. With the transaction complete, the Clario business will become part of Thermo Fisher’s Laboratory Products and Biopharma Services segment.

Clario’s industry-leading solutions are highly complementary to Thermo Fisher’s clinical research offerings, enabling customers to gain critical insights from patient data to improve decision-making, accelerate innovation and drive greater productivity. Clario integrates clinical trial endpoint data from devices, sites and patients, enabling customers to collect, manage and analyze clinical evidence digitally across every phase of drug development, supporting faster, more confident trial decisions. The company’s platform has supported approximately 70% of FDA and EMA novel drug approvals over the past decade.

“We are excited to welcome Clario’s talented colleagues to Thermo Fisher,” said Marc N. Casper, chairman and chief executive officer of Thermo Fisher Scientific. “Clario is an outstanding strategic fit for our company, enhancing our ability to enable faster, more informed drug development through differentiated technology and data intelligence solutions.”

The attractive financial profile of Clario and expected synergy realization make the returns on this transaction very compelling with a double-digit internal rate of return. The business is expected to grow in the high single digits and is accretive to Thermo Fisher’s adjusted operating margin¹.

As previously announced, the acquisition is expected to contribute $0.45 of adjusted earnings per share (EPS)¹ in the first year after close. Details on the positive impact on Thermo Fisher’s 2026 financials will be provided on the upcoming first quarter earnings call.

Thermo Fisher continues to expect to realize approximately $175M of adjusted operating income¹ from synergies by year 5 following close, primarily from revenue synergies that the combined capabilities will unlock.

Further Transaction Details
Clario was acquired from a shareholder group led by Astorg and Nordic Capital, Novo Holdings and Cinven.

In addition to the initial cash purchase price at closing, Thermo Fisher has agreed to pay $125 million in January 2027. Thermo Fisher has also agreed to pay up to $400 million of earn-out payments, based on the performance of the business in 2026 and 2027. Should the earn-out milestones be achieved, the return profile will be even stronger for this acquisition.

¹ Adjusted EPS, adjusted operating income and adjusted operating margin are non-GAAP measures that exclude certain items detailed later in this press release under the heading "Use of Non-GAAP Financial Measures."

Advisors
For Thermo Fisher, WilmerHale served as principal deal counsel and Axinn and Freshfields as regulatory counsel.

About Thermo Fisher Scientific

Thermo Fisher Scientific Inc. is the world leader in serving science, with annual revenue over $40 billion. Our Mission is to enable our customers to make the world healthier, cleaner and safer. Whether our customers are accelerating life sciences research, solving complex analytical challenges, increasing productivity in their laboratories, improving patient health through diagnostics or the development and manufacture of life-changing therapies, we are here to support them. Our global team delivers an unrivaled combination of innovative technologies, purchasing convenience and pharmaceutical services through our industry-leading brands, including Thermo Scientific, Applied Biosystems, Invitrogen, Fisher Scientific, Unity Lab Services, Patheon and PPD. For more information, please visit www.thermofisher.com.

Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other applicable securities laws. Each of the forward-looking statements we make in this press release involves risks and uncertainties, many of which relate to matters beyond our control and could cause actual results to differ materially from these statements.

Important factors that could cause actual results to differ materially from those indicated by forward-looking statements include risks and uncertainties relating to: risks affecting Thermo Fisher’s business generally, including changes in demand, macroeconomic conditions, and regulatory developments; the possibility that expected benefits related to recent or pending acquisitions, including the acquisition of Clario, may not materialize as expected; Clario’s business experiencing disruptions as a result of the acquisition or due to transaction-related uncertainty or other factors making it more difficult to maintain relationships with employees, customers, other business partners, or governmental entities; difficulty retaining key employees; and the parties being unable to successfully implement integration strategies or to achieve expected synergies and operating efficiencies within the expected time frames or at all. There can be no assurance that these expectations will prove correct.

A discussion of these and other risks that affect our business is contained in our most recent report on Form 10-K, and in any subsequent filings with the SEC, under the heading “Risk Factors.” These filings are on file with the SEC and available in the “Investors” section of our website under the heading “SEC Filings.” These forward-looking statements are based on our current expectations and speak only as of the date of this press release. While we may elect to update forward-looking statements at some point in the future, we specifically disclaim any obligation to do so, whether as a result of new information, future developments, or otherwise, except as required by law.

Use of Non-GAAP Financial Measures
In addition to the financial measures prepared in accordance with generally accepted accounting principles (GAAP), Thermo Fisher uses certain non-GAAP financial measures, including adjusted EPS, adjusted operating income and adjusted operating margin, which exclude certain transaction-related costs, including charges for the sale of inventories revalued at the date of acquisition and significant transaction costs; restructuring and other costs/income; amortization of acquisition-related intangible assets; certain other gains and losses that are either isolated or cannot be expected to occur again with any regularity or predictability, tax provisions/benefits related to the previous items, benefits from tax credit carryforwards, the impact of significant tax audits or events, equity in earnings of unconsolidated entities and the results of discontinued operations, as applicable. Thermo Fisher excludes the above items because they are outside of the company's normal operations and/or, in certain cases, are difficult to forecast accurately for future periods. Thermo Fisher believes that the use of non-GAAP measures helps investors to gain a better understanding of the company's 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. Thermo Fisher does not provide GAAP financial measures on a forward-looking basis because we are unable to predict with reasonable certainty and without unreasonable effort items such as the timing and amount of future restructuring actions and acquisition-related charges as well as gains or losses from sales of real estate and businesses, the early retirement of debt and the outcome of legal proceedings. The timing and amount of these items are uncertain and could be material to Thermo Fisher’s results computed in accordance with GAAP.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260324226576/en/

Media Contact Information:
Sandy Pound
Thermo Fisher Scientific
Phone: 781-622-1223
E-mail: sandy.pound@thermofisher.com

Investor Contact Information:
Rafael Tejada
Thermo Fisher Scientific
Phone: 781-622-1356
E-mail: rafael.tejada@thermofisher.com

Source: Thermo Fisher Scientific Inc.