Thermo Fisher to acquire Clario Holdings for $8.875B in cash at close

Thermo Fisher (TMO) Scientific announced a definitive agreement to acquire Clario Holdings, a provider of endpoint data solutions for clinical trials, from a shareholder group led by Astorg and Nordic Capital, Novo Holding and Cinven, for $8.875B in cash at close plus potential additional earnout and other payments in the future, largely dependent on performance. 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 acquisition is immediately accretive to Thermo Fisher’s adjusted operating margin and adds $0.45 of adjusted EPS in the first year after close. Under Thermo Fisher’s ownership, the business is expected to grow high single-digits. Thermo Fisher expects to deliver approximately $175M of adjusted operating income from synergies by year 5 following close, primarily from revenue synergies that the combined capabilities will unlock. 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. The transaction is expected to be completed by the middle of 2026, subject to customary closing conditions and regulatory approvals. To fund the transaction, Thermo Fisher intends to use proceeds from debt financing and cash on hand. Upon close, Clario will become part of Thermo Fisher’s Laboratory Products and Biopharma Services segment.