FSH Fisher Scientific

Fisher Scientific International Inc. (NYSE: FSH) today announced the commencement of a consent solicitation relating to its: -- 6 3/4 percent Senior Subordinated Notes due 2014 (CUSIP No: 338032 AZ 8), and -- 6 1/8 percent Senior Subordinated Notes due 2015 (CUSIP No: 338032 BB 0). On May 8, Fisher Scientific and Thermo Electron Corporation (NYSE: TMO) entered into a definitive agreement to combine the two companies. In connection with this transaction, Thermo and Fisher Scientific will execute supplemental indentures making Thermo a co-obligor on the notes on a senior subordinated basis. Fisher Scientific is requesting that holders of the notes as of Sept. 5, 2006, the record date for the consent solicitation, agree to certain proposed amendments to the indentures governing the notes. The proposed amendments to each applicable indenture, if and when they become effective, will (i) modify the covenant that requires the company to provide certain information to the applicable trustee and holders such that the filing of periodic reports with the Securities and Exchange Commission (SEC) by Thermo, the direct parent of Fisher Scientific after the merger, will satisfy the information requirement; and (ii) modify the provision addressing the effect of credit ratings on certain covenants such that the rating necessary for termination or suspension of such covenants will be the rating of the relevant series of notes. The consent solicitation is subject to the receipt of consents from holders of at least a majority in aggregate principal amount of each of these two series of notes and will expire at 5 p.m. EDT (Eastern Daylight Time) on Sept. 20, 2006, unless extended. Subject to the terms and conditions of the consent solicitation, if the required consents are received and the merger is consummated, the company will pay to each holder who has validly delivered (and not revoked) a consent on or prior to 5 p.m. EDT on the expiration date a consent payment in the amount of $1.25 for each $1,000 principal amount of notes. The company will make such payments promptly following the consummation of the merger. The consent solicitation may be amended, extended or terminated, at the option of the company. For a complete statement of the terms and conditions of the consent solicitation, holders of the notes should refer to the consent solicitation statement, dated Sept. 6, 2006, which is being sent to all holders of the notes as of the record date. Questions regarding the consent solicitation may be directed to the Solicitation Agent: Deutsche Bank Securities Inc., Liability Management Group at 866-627-0391 (toll free) or 212-250-2955 (collect). The Information Agent and Tabulation Agent for the consent solicitation is Global Bondholder Services Corporation. Requests for assistance in delivering consents or for additional copies of the consent solicitation statement should be directed to the Information Agent at 866-470-4200 (toll free) or 212-430-3774 (banks and brokers). This announcement is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of consents with respect to any securities. The consent solicitation is being made solely by the consent solicitation statement and is subject to the terms and conditions stated therein. The company reserves the right to modify the consent solicitation statement or to terminate the consent solicitation. Fisher Scientific: The World Leader in Serving Science Fisher Scientific International Inc. (NYSE: FSH) is a leading provider of products and services to the scientific community. Fisher facilitates discovery by supplying researchers and clinicians in labs around the world with the tools they need. We serve pharmaceutical and biotech companies; colleges and universities; medical-research institutions; hospitals; reference, quality-control, process-control and R&D labs in various industries; as well as government agencies. From biochemicals, cell-culture media and proprietary RNAi technology to rapid-diagnostic tests, safety products and other consumable supplies, Fisher provides more than 600,000 products and services. This broad offering, combined with Fisher's globally integrated supply chain and unmatched sales and marketing capabilities, helps make our 350,000 customers more efficient and effective at what they do. Founded in 1902, Fisher Scientific is a FORTUNE 500 company and is a component of the S&P 500 Index. With approximately 19,500 employees worldwide, the company had revenues of $5.6 billion in 2005. Fisher Scientific is a company committed to delivering on our promises -- to customers, shareholders and employees alike. Additional information about Fisher is available on the company's Web site at www.fisherscientific.com. Forward-looking Statements This announcement includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All such statements are based on current expectations and projections about future events. No assurances can be given that Fisher Scientific's assumptions and expectations will prove to have been correct, and actual results could vary materially from these assumptions and expectations. Important factors that could cause actual results to differ materially from the results predicted include challenges presented by our acquisitions; economic and political risks related to our international operations; changes in the healthcare industry; the impact of government regulation; dependence on our customers' research and development efforts; and changes or disruptions in our relationships with our customers, suppliers and key employees, together with other potential risks and uncertainties, all of which are detailed under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Fisher Scientific's annual reports on Form 10-K and its other filings with the Securities and Exchange Commission. Copies of such reports are available on Fisher Scientific's Web site at www.fisherscientific.com and on the SEC's Web site at www.sec.gov. Fisher Scientific undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.