M&A - Solventum Corp

Form Type: 8-K

Filing Date: 2025-06-25

Corporate Action: Acquisition

Type: Update

Accession Number: 000196473825000056

Filing Summary: On June 25, 2025, Solventum Corporation entered into an Amended and Restated Transaction Agreement with Thermo Fisher Scientific Inc. to revise the terms of a prior agreement regarding the sale of certain assets and liabilities associated with Solventum's purification and filtration business. The key modifications include the exclusion of Solventum's drinking water filtration business from the assets being sold and a reduction in the cash consideration from approximately $4.10 billion to about $4.00 billion. The proceeds from the sale are still intended for debt repayment. The new agreement aims to streamline the transaction process and is expected to allow for an earlier closing date, which is anticipated to occur by the end of 2025. Additionally, Solventum will retain opportunities for future value generation from the Water Business, with a potential payment of up to $75 million due to Thermo Fisher based on future sale conditions or a defined timeframe. The changes are projected to maintain annual EPS estimates but will lower previously expected improvements to gross and operating margins. The revised agreement aligns with the original terms but includes adjustments related to the exclusion of the Water Business, such as non-compete clauses and service agreements necessary for its operation. Further details can be found in the attached Amended and Restated Transaction Agreement documentation.