Davis Polk advised affiliates of each of J.P. Morgan Securities LLC and Barclays Capital Inc. in connection with the execution of forward sale agreements on approximately 29.6 million shares of Thermo Fisher Scientific Inc.’s common stock (NYSE: TMO) in connection with an SEC-registered offering of an equal number of shares. The approximately 29.6 million shares include approximately 3.9 million shares purchased by the underwriters pursuant to their over-allotment option. In connection with the forward sale agreements, J.P. Morgan Securities LLC and Barclays Capital Inc., each as agent for its respective affiliate, borrowed an aggregate of approximately 29.6 million shares of Thermo Fisher Scientific Inc.’s common stock (approximately 25.7 million shares, in the aggregate, in connection with base forward sale agreements and 3.9 million shares, in the aggregate, in connection with additional forward sale agreements executed in connection with the exercise by the underwriters of their over-allotment option) from third parties and sold these shares to the underwriters. The net proceeds of the offering (assuming physical settlement of the forward sale agreements at the initial forward sale price) are expected to be approximately $2.46 billion.

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As reported widely in the press, Willkie client Rockwood Holdings, Inc. announced on June 16 that it entered into a definitive agreement to sell CeramTec, its advanced ceramics business, to Cinven, a European private equity firm, for €1.49 billion (approx. $1.98 billion). The transaction is expected to close during the third quarter of 2013 upon certain regulatory approvals, including EU competition clearance.

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