Thermo Fisher (NYSE: TMO) closes $8.875B Clario deal with EPS accretion
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Thermo Fisher Scientific has completed its acquisition of Clario Holdings, Inc., a provider of endpoint data solutions for clinical trials, for $8.875 billion in cash, plus potential additional earn-out and other performance-based payments. The deal also includes a further $125 million payment due in January 2027 and up to $400 million of earn-out payments tied to Clario’s results in 2026 and 2027.
Clario will join Thermo Fisher’s Laboratory Products and Biopharma Services segment, enhancing its clinical research data capabilities. Thermo Fisher expects the transaction to generate a double-digit internal rate of return, be accretive to adjusted operating margin, add $0.45 of adjusted EPS in the first year after close, and deliver about $175 million of adjusted operating income synergies by year five.
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Insights
Thermo Fisher closes a large, EPS‑accretive acquisition of Clario with sizable synergy targets.
Thermo Fisher Scientific completed its all-cash purchase of Clario Holdings, a clinical trial data specialist, for $8.875 billion plus contingent payments. Clario’s digital endpoint and data platform has supported roughly 70% of FDA and EMA novel drug approvals over the past decade, fitting directly into Thermo Fisher’s clinical research ecosystem.
Management highlights a double-digit internal rate of return, high single-digit expected growth for Clario, and accretion to adjusted operating margin and adjusted EPS, including a $0.45 boost to adjusted EPS in the first year post-close. They also target about $175M in adjusted operating income synergies by year five, primarily from revenue opportunities created by combining capabilities.
The structure includes a deferred $125M payment in January 2027 and up to $400M in performance-based earn-outs for 2026–2027, which align consideration with Clario’s results. Actual value creation will depend on integration execution and realizing the revenue synergies outlined, as noted in the forward-looking statements and risk factors references.
8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 24, 2026
(Exact name of Registrant as specified in its Charter)
| (State of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||||||||
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (781 ) 622-1000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On March 24, 2026, Thermo Fisher Scientific Inc. (“Thermo Fisher”) issued a press release announcing the completion of its acquisition of Clario Holdings, Inc. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release of Thermo Fisher Scientific Inc., dated March 24, 2026
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THERMO FISHER SCIENTIFIC INC. | |||||||||||
| Date: | March 24, 2026 | By: | /s/ Thomas B. Shropshire | ||||||||
| Thomas B. Shropshire | |||||||||||
| Senior Vice President and General Counsel | |||||||||||
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Exhibit 99.1
Media Contact Information: Sandy Pound Thermo Fisher Scientific | Investor Contact Information: Rafael Tejada Thermo Fisher Scientific | ||||
Phone: 781-622-1223 | Phone: 781-622-1356 | ||||
E-mail: sandy.pound@thermofisher.com | E-mail: rafael.tejada@thermofisher.com | ||||
Thermo Fisher Scientific Completes Acquisition of Clario Holdings, Inc.
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., (March 24, 2026) – 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.
FAQ
What did Thermo Fisher Scientific (TMO) announce regarding Clario Holdings?
Thermo Fisher Scientific announced it has completed the acquisition of Clario Holdings, Inc. The company describes Clario as a leading provider of endpoint data solutions for clinical trials, which will be integrated into Thermo Fisher’s Laboratory Products and Biopharma Services segment to enhance clinical research offerings.
How much is Thermo Fisher paying to acquire Clario Holdings (TMO)?
Thermo Fisher is paying an initial cash purchase price of $8.875 billion for Clario Holdings. In addition, it agreed to pay $125 million in January 2027 and up to $400 million of earn-out payments based on Clario’s performance in 2026 and 2027, aligning price with future results.
How will the Clario acquisition affect Thermo Fisher’s (TMO) earnings?
Thermo Fisher expects the Clario acquisition to be accretive to adjusted earnings. The transaction is projected to add $0.45 of adjusted EPS in the first year after closing and be accretive to adjusted operating margin, reflecting management’s view of Clario’s attractive growth and margin profile and planned synergies.
What synergies does Thermo Fisher (TMO) expect from the Clario deal?
Thermo Fisher expects to realize approximately $175 million of adjusted operating income from synergies by year five following close. The company states most of these synergies will come from revenue opportunities created by combining Clario’s clinical trial data platform with Thermo Fisher’s broader clinical research and biopharma services portfolio.
How strategic is Clario’s business to Thermo Fisher Scientific (TMO)?
Clario’s platform integrates clinical trial endpoint data from devices, sites and patients to support faster, more confident trial decisions. Thermo Fisher notes the platform has supported about 70% of FDA and EMA novel drug approvals over the past decade, making it highly complementary to its clinical research and biopharma service capabilities.
Who sold Clario Holdings to Thermo Fisher Scientific (TMO)?
Clario was acquired from a shareholder group led by Astorg and Nordic Capital, along with Novo Holdings and Cinven. The transaction includes an initial cash payment, a deferred payment in January 2027, and potential earn-out payments tied to Clario’s financial performance in 2026 and 2027, as outlined in the announcement.
Filing Exhibits & Attachments
5 documentsPress Releases
Thermo Fishr Sci
NYSE:TMO
TMO Rankings
TMO Latest News
TMO Latest SEC Filings
Mar 11, 2026
[144] THERMO FISHER SCIENTIFIC INC. SEC Filing
TMO Stock Data
181.60B
370.78M
Diagnostics & Research
Measuring & Controlling Devices, Nec
United States
WALTHAM