UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE TO
(Amendment No. 19)

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934


OLINK HOLDING AB (PUBL)
(Name of Subject Company (Issuer))

ORION ACQUISITION AB
(Offeror)
a direct, wholly owned subsidiary of

THERMO FISHER SCIENTIFIC INC.
(Ultimate Parent of Offeror)


Common Shares, quota value SEK 2.431906612623020 per Share
American Depositary Shares (“ADSs”), each representing one Common Share,
quota value SEK 2.431906612623020 per Share
(Title of Class of Securities)

680710100*
(CUSIP Number of Class of Securities)

Michael A. Boxer
Senior Vice President and General Counsel
Thermo Fisher Scientific Inc.
168 Third Avenue
Waltham, Massachusetts 02451
Telephone:  (781) 622-1000
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)
Copies to:

Ting S. Chen
Bethany A. Pfalzgraf
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019
+1 (212) 474-1000

☐
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

   ☒

third-party tender offer subject to Rule 14d-1.
   ☐

issuer tender offer subject to Rule 13e-4.
   ☐

going-private transaction subject to Rule 13e-3.
   ☐

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

   ☐

Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
   ☒

Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

*This CUSIP number is assigned to the Subject Company’s American Depositary Shares, each representing one (1) Common Share.

This Amendment No. 19 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (as amended and together with any subsequent amendments and supplements thereto, the “Schedule TO”), filed with the U.S. Securities and Exchange Commission on October 31, 2023, by Thermo Fisher Scientific Inc., a Delaware corporation (“Parent”). The Schedule TO relates to the tender offer (the “Offer”) by Orion Acquisition AB, a private limited liability company organized under the laws of Sweden (“Buyer”), a direct, wholly owned subsidiary of Parent, to purchase all of the outstanding common shares, quota value SEK 2.431906612623020 per share (the “Shares”), and all of the outstanding American Depositary Shares, each representing one Share (the “ADSs” and together with the Shares, the “Offer Securities”), of Olink Holding AB (publ), Reg. No. 559189-7755, a public limited liability company organized under the laws of Sweden (“Olink”), in exchange for $26.00 per Share (that is not represented by an ADS) or $26.00 per ADS, as applicable, in cash, without interest (such amount per Share and ADS paid pursuant to the Offer in accordance with the Purchase Agreement (as defined in the Schedule TO)), and upon the terms and subject to the conditions set forth in the Offer to Purchase, dated as of October 31, 2023 (together with any amendments and supplements thereto, the “Offer to Purchase”), the related ADS Letter of Transmittal (together with any amendments and supplements thereto, the “ADS Letter of Transmittal”) and the related Acceptance Form for Shares (including any instruction letter attached thereto and together with any amendments and supplements thereto, the “Acceptance Form for Shares”), copies of each of which are attached to the Schedule TO as exhibits (a)(1)(A), (a)(1)(B) and (a)(1)(C), respectively.

Except to the extent specifically provided in this Amendment, the information set forth in the Schedule TO remains unchanged. This Amendment is being filed to reflect certain updates as reflected below.

Items 1 through 9 and Item 11.

The Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented to include the following:

“The Offer and withdrawal rights expired as scheduled at 5:00 p.m., New York time, on July 9, 2024 (the “Expiration Time”). The Share Tender Agent has advised Buyer that, as of the Expiration Time, 84,755,626 Shares were validly tendered and not properly withdrawn pursuant to the Offer. The ADS Tender Agent has advised Buyer that, as of the Expiration Time, 37,676,600 ADSs were validly tendered and not properly withdrawn pursuant to the Offer. These Shares and ADSs collectively represent approximately 98.2% of the outstanding Shares. As a result, the Minimum Tender Condition was satisfied as of the Expiration Time. As the Minimum Tender Condition and each of the other Offer Conditions have been satisfied, on July 10, 2024, Buyer accepted for payment all Offer Securities that were validly tendered and not properly withdrawn pursuant to the Offer.

In accordance with Rule 14d-11 promulgated under the Exchange Act, Buyer has commenced a subsequent offering period of the Offer (the “Subsequent Offering Period”). The Subsequent Offering Period will expire at 5:00 p.m., New York time, on July 16, 2024, unless extended. All Offer Securities validly tendered during the Subsequent Offering Period will be immediately accepted for payment, and tendering holders will thereafter promptly be paid the same Offer Price of $26.00 per Share, in cash, without interest and less applicable withholding taxes and other taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase. The procedures for accepting the Offer and tendering Offer Securities during the Subsequent Offering Period are the same as those applicable to the Offer as described in the Offer to Purchase, except that Shares and ADSs validly tendered during the Subsequent Offering Period may not be withdrawn.

Olink has requested that the NASDAQ Global Market (“Nasdaq”) suspend trading of Olink ADSs and file a Form 25, Notification of Removal from Listing and/or Registration with the SEC, thereby commencing the process of delisting and deregistering the ADSs. Provided that the criteria for deregistration are met, Olink also intends to terminate its reporting obligations under the Securities Exchange Act of 1934, as amended, by filing a Certification and Notice of Termination of Registration on Form 15 with the SEC. Following delisting from Nasdaq, ADSs of Olink will not be listed or registered on another national securities exchange. Delisting is likely to reduce significantly the liquidity and marketability of any ADSs of Olink that have not been tendered pursuant to the Offer or the Subsequent Offer.

On July 10, 2024, Parent issued a press release announcing the expiration, results and consummation of the Offer. The press release also announced the Subsequent Offering Period and Thermo Fisher’s intention to initiate compulsory redemption proceedings and is attached as Exhibit (a)(5)(W) hereto and incorporated herein by reference.”


Item 12. Exhibits.
 
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


 
Thermo Fisher Scientific Inc.
   

By:
/s/ Michael A. Boxer
 
   
Name:
Michael A. Boxer
 
   
Title:
Senior Vice President and General Counsel
 
    Date:
July 10, 2024
  



 
Orion Acquisition AB, a direct, wholly owned subsidiary of Thermo Fisher Scientific Inc.
  
   

By:
/s/ Anthony H. Smith
 
   
Name:
Anthony H. Smith
 
   
Title:
Chairman and Director
 
    Date:
July 10, 2024
  




Exhibit (a)(1)(I)


 
  
 
Acceptance Form for the Subsequent Offering Period
by Orion Acquisition AB to shareholders in
Olink Holding AB (publ)
Shareholders of Common Shares, ISIN: SE0015797568
 
 
 
Please submit this Acceptance form to:
 
DNB Markets, a part of DNB Bank ASA, Sweden Branch
 
Regeringsgatan 59, 105 88 Stockholm, Sweden
 
DNB Markets, Securities Services at emissioner@dnb.se
 
Phone: +46 8 473 45 50
 
Subsequent offering period: Commenced on July 10, 2024 and will expire at 5:00 p.m., New York time, on July 16, 2024, unless extended.
  
Deadline to submit this form: Received by DNB no later than 4:00 p.m., Swedish time, on July 16, 2024
  
Price per share: USD $26.00 per Olink share
  
Payment date: Around 2 business days following a validly submitted acceptance.




Terms
 
The undersigned Olink Holding AB (publ) (“Olink”) shareholder or nominee, whose common shares, quota value SEK 2.431906612623020 per share (the “Shares”), are directly registered with Euroclear Sweden AB, or if you are a nominee, hereby accepts the Offer (as defined in the Offer to Purchase, dated as of October 31, 2023, as amended and supplemented from time to time (the “Offer to Purchase”)) of USD $26.00 per Share in accordance with the terms in the Offer and all published amendments and supplements. The undersigned accepts and acknowledges that Thermo Fisher Scientific Inc, parent company of Orion Acquisition AB, (the “Buyer”), has appointed DNB Markets as its tender agent with respect to the Shares in connection with the Offer. DNB Markets is granted authority to take any reasonable actions needed to execute the acceptance in accordance with the Offering. Furthermore, DNB Markets will be managing the transfer of Shares and wiring of cash consideration.

All Shares validly tendered during the subsequent offering period of the Offer, commenced on July 10, 2024 and expiring at 5:00 p.m., New York time, on July 16, 2024, unless extended (the “Subsequent Offering Period”), will be immediately accepted for payment, and tendering holders will thereafter promptly be paid the same Offer price of $26.00 per Share, as applicable, in cash, without interest and less applicable withholding taxes or other taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase.  The procedures for accepting the Offer and tendering Shares during the Subsequent Offering Period are the same as those applicable to the Offer as described in the Offer to Purchase, except that Shares validly tendered during the Subsequent Offering Period may not be withdrawn.

Shareholders who wish to accept the Offer and whose Shares are held on a directly registered Euroclear account, as well as nominee banks shall use this Acceptance Form. The Shares tendered into the Offer for sale, by the shareholder or nominee, will be blocked and transferred to a newly opened Euroclear account, a retrieving account (apportkonto), in the name of the shareholder or nominee and will thereafter be subject to an immediate tender. Euroclear will send a notification to the shareholder showing the movement of the Shares that the shareholder tendered into the Offer. Shareholders who hold Shares in the name of a broker, dealer, commercial bank, trust company or other nominee should be aware that such institutions may establish their own earlier deadline for acceptance. Shareholders who wish to accept the Offer and whose Shares are held on a Euroclear registered nominee account shall contact their nominee for instructions on how to tender their Shares into the Offer, with sufficient time to permit such nominee to tender their Shares by the Expiration Time.
 
Cash consideration
  
The undersigned acknowledges that the cash consideration for the tendered shares is paid in USD. The total USD amount equals to number of shares the undersigned has accepted the Offer for multiplied by USD $26.00. Payment for the tendered shares occurs on or about the second business day following submission of a valid acceptance form. Nominees and directly registered Euroclear account owners will receive the payment to their cash account that is linked to the securities account. If the receiving account is a normal SEK account or is otherwise not eligible to receive funds in USD, the cash consideration will be subject to an automatic currency exchange from USD to SEK. Directly registered shareholders and nominees who wish to receive the cash consideration in USD and avoid the automatic currency exchange must have a USD-eligible account, and should contact DNB Markets at emissioner@dnb.se or +46 8 473 45 50 for further details. For full terms and conditions, please see the complete offer document published on October 31, 2023, available on www.dnb.se and www.sec.gov.
 
The undersigned hereby accepts the offer for the following number of Common Shares in Olink Holding AB (publ):


 number of shares
 
 
  
The undersigned hereby confirms that the shares for acceptance are registered on the following Euroclear registered securities account (Sw. värdepapperskonto)
  
 0
0
 0
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


Shareholder Information – Mandatory


This, irrevocable, acceptance form must be received by DNB Markets no later than 4:00 p.m., Swedish time, on July 16, 2024

The undersigned is aware and acknowledges:

 
 ■ Incomplete, wrongly completed, or late acceptance forms might be disregarded by DNB.
 
 ■ This Acceptance Form may not be withdrawn and shall be used by directly registered shareholders and nominees (Sw. förvaltare).
 
 ■ DNB is hereby granted a proxy to take the actions DNB finds necessary to execute this acceptance.
 
 ■ No changes are allowed to the printed text on this form.
 
 ■ The undersigned has read the section Important Information on the second page.
 
 ■ Decision to accept the Offer has not been preceded by investment advice or other advice, the undersigned has independently made the decision to tender the shares.
 
 ■ Information such as securities account (Sw. värdepapperskonto), address and cash bank account details will be collected from Euroclear Sweden AB (“Euroclear”) unless otherwise instructed in writing by the undersigned and accepted by DNB Markets.

Full name /Company name
Personal ID number/Company Registration number
Postal address

Postal code, city and country
E-mail address
Telephone
LEI code* (company)
NID number** (person)
Nominee signature, Owner signature (or authorized company
representative, parent or guardian where applicable
Place and date

In such an event the Shareholder’s Olink Common Shares are pledged, please complete below mandatory fields.
 
My Shares are pledged to:
 
Full name/Company name:
 
Address:
Signature of pledgee:

Important information

The Offer is not being made to holders of Common Shares in any jurisdiction in which the making of the Offer would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In those jurisdictions where applicable laws or regulations require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of Buyer by one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by Buyer. Accordingly, this Acceptance Form, any other documents related to the Offer and the information contained therein are not being, and must not be, taken, sent, transmitted or distributed into or within any restricted jurisdiction. Acceptances from investors located, residing or organized in a restricted jurisdiction will be invalid.

Information on processing of personal data

Those who accept the Offer will provide DNB Bank ASA, Sweden branch with personal data. Personal data that is submitted to DNB Bank ASA, Sweden branch, for example contact information and personal identity numbers or that is otherwise registered in connection with the preparation or administration of the Offer, is treated by DNB Bank ASA, Sweden branch, which is responsible for the personal data, for administration and execution of the Offer. Personal data which is received from other sources than customers could also be processed. Personal data could also be processed in a data system at companies which cooperate with DNB Bank ASA, Sweden branch. Treatment of personal data also occurs so that DNB Bank ASA, Sweden branch is able to fulfil their commitments according to applicable laws. Personal data might for certain purposes, with consideration to the regulations regarding bank secrecy, sometimes be distributed to other companies within the DNB Group or to companies that DNB Bank ASA, Sweden branch cooperates with, within and outside the EU/EES in accordance with the precautions approved and applied by the EU. In some cases, DNB Bank ASA, Sweden branch is also obliged by law to distribute personal data, for example to the Swedish Financial Supervisory Authority or the Swedish Tax Agency.

The Swedish Banking and Financing Business Act contains, as the Swedish Securities Market Act, a secrecy provision according to which all employees at DNB Bank ASA, Sweden branch are bound by confidentiality regarding the clients of DNB Bank ASA, Sweden branch and other employers. The secrecy provision also applies between and within the different companies of the DNB Group.

Information regarding what personal data that is treated by DNB Bank ASA, Sweden branch, deletion of personal data, limitation of treatment of personal data, data portability, or correction of information can be requested from DNB Bank ASA, Sweden branch’ data protection officer. It is also possible to contact the data protection officer if the investor wants further information regarding the treatment of personal data by DNB Bank ASA, Sweden branch. If the investor wishes to make a complaint regarding the treatment of personal data, the investor has the right to turn to the Swedish Authority for Privacy Protection’s (IMY) in its capacity as supervisory authority. Personal data is deleted if it is no longer necessary to hold such data for the purpose for which it was collected or in any other way treated, provided that DNB Bank ASA, Sweden branch is not legally bound to keep the information.

Email address to DNB Bank ASA, Sweden branch’ data protection officer: dataskyddsombudet@dnb.se

DNB:s Personal Data: https://www.dnb.se/portalfront/dnb_se/AllmanaVillkor/Request_for_Personal_Data.pdf

DNB:s Privacy Policy: https://www.dnb.se/portalfront/dnb_se/AllmanaVillkor/Privacy_policy.pdf

DNB’s receipt and handling of acceptances, cash consideration or handling of contract notes does not lead to a customer relationship between the shareholder and DNB. Among other things, this means that neither so-called suitability assessment has taken place or will take place regarding this Offer and sale of shares. Finally, DNB cannot assess whether the shareholder of shares belongs to the target group for the financial instrument.

Other information

*Requirement of LEI-code for legal entity

From 3 January 2018, legal entities who participate in a transaction on the financial market need to have a Legal Entity Identifier code (“LEI”). A LEI code must be acquired from an authorized supplier, which can take some time. Kindly obtain a LEI-code in due time since the code needs to be submitted with the application form. More information can be found on the Swedish Financial Supervisory Authority’s (Sv. Finansinspektionen) website www.fi.se.

**Requirements of NID-number for natural persons

National ID or National Client Identifier (“NID-number”) is a global identification code for natural persons. From 3 January 2018 all natural persons have a NID-number which needs to be specified to be allowed to make a security transaction. If such a number is not specified DNB Markets might be prevented from executing the transaction for the natural person. If you only have a Swedish citizenship your NID-number will be “SE” followed by your personal identity number. If you do not have a Swedish citizenship or have more than one citizenship your NID-number may consist of another number. For more information about how NID-numbers are obtained please contact your bank. Please obtain out your NID-number in in due time since the number has to be submitted with the application form.
Exhibit (a)(5)(W)

 
 
  
 
FOR IMMEDIATE RELEASE
  
Media Contact Information:
Sandy Pound
Investor Contact Information:
Rafael Tejada
Phone: 781-622-1223
Phone: 781-622-1356
E-mail: sandy.pound@thermofisher.com
E-mail: rafael.tejada@thermofisher.com
Website: www.thermofisher.com
  


Thermo Fisher Scientific Completes Acquisition of Olink,
Announces Commencement of Subsequent Offering Period

Subsequent Offering Period Scheduled to Expire at 5:00 p.m., New York Time, on July 16, 2024

WALTHAM, Mass. – July 10, 2024 – Thermo Fisher Scientific Inc. (NYSE: TMO) (“Thermo Fisher”), the world leader in serving science, today announced that it has completed its acquisition of Olink Holding AB (publ) (“Olink”) (Nasdaq: OLK), a leading provider of next-generation proteomics solutions.  The transaction values Olink at approximately $3.1 billion, net of $96 million of acquired cash.  Olink will become part of Thermo Fisher’s Life Sciences Solutions segment.
“We are excited to welcome Olink colleagues to Thermo Fisher,” said Marc N. Casper, chairman, president and chief executive officer of Thermo Fisher.  “Protein research is key to advancing our understanding of human biology and delivering on the promise of precision medicine. Olink’s proven and transformative solutions for proteomics are highly complementary to our leading mass spectrometry and life sciences offerings. By expanding our capabilities in the high-growth proteomics market, we will enable scientists and researchers around the globe to meaningfully accelerate discovery and scientific breakthroughs while delivering significant value to our shareholders.”
The Offer was made pursuant to the Purchase Agreement, dated as of October 17, 2023, by and between Thermo Fisher and Olink and as described in the tender offer statement on Schedule TO, as amended and supplemented from time to time, filed by Thermo Fisher with the U.S. Securities and Exchange Commission (the “SEC”) on October 31, 2023 (the “Tender Offer Statement”). Thermo Fisher, through its wholly owned subsidiary, Orion Acquisition AB (the “Buyer”), today has accepted for purchase all of the outstanding common shares of Olink (“Shares”) and all of the outstanding American Depositary Shares, each representing one Share of Olink (“ADSs” and collectively with the Shares, “Offer Securities”) that were validly tendered and not properly withdrawn prior to the expiration time of the initial offering period for the Offer Securities for $26.00 per Share and per ADS, in cash (the “Offer”). Buyer will promptly pay cash for tendered and accepted Offer Securities.  Upon settlement of the Offer, Thermo Fisher will own Offer Securities representing approximately 98.2% of Olink’s outstanding Shares.




Further Transaction Details and Timing

The initial offering period for the Offer and withdrawal rights expired as scheduled at 5:00 p.m., New York time, on July 9, 2024 (the “Expiration Time”).  DNB Markets, a part of DNB Bank ASA, Sweden Branch, the depositary and paying agent for the Offer with respect to the Shares, has advised Thermo Fisher and Buyer that, as of the Expiration Time, approximately 84,755,626 Shares have been validly tendered and not properly withdrawn pursuant to the Offer.  The Bank of New York Mellon, the tender agent for the Offer with respect to the ADSs, has advised Thermo Fisher and Buyer that, as of the Expiration Time, approximately 37,676,600 ADSs have been validly tendered and not properly withdrawn pursuant to the Offer.  These Shares and ADSs collectively represent approximately 98.2% of the outstanding Shares.  With all conditions to the Offer satisfied, on July 10, 2024, Buyer has accepted for purchase all Offer Securities that were validly tendered and not properly withdrawn pursuant to the Offer as of the Expiration Time, and payment for such Offer Securities will be made promptly in accordance with the terms of the Offer.

Thermo Fisher also announced the commencement of a subsequent offering period (the “Subsequent Offer”) scheduled to expire at 5:00 p.m., New York time, on July 16, 2024, unless extended (the “Subsequent Offering Period”), as more fully described in the Tender Offer Statement.  All Shares and ADSs validly tendered during the Subsequent Offering Period will be immediately accepted for payment, and tendering holders will thereafter promptly be paid the same Offer price of $26.00 per Share or per ADS, as applicable, in cash, without interest and less applicable withholding taxes or other taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated as of October 31, 2023 (together with any amendments and supplements thereto, the “Offer to Purchase”).  The procedures for accepting the Offer and tendering Offer Securities during the Subsequent Offering Period are the same as those applicable to the Offer as described in the Offer to Purchase, except that Shares and ADSs validly tendered during the Subsequent Offering Period may not be withdrawn.  To acquire any Shares that remain untendered following the completion of the Subsequent Offer, Thermo Fisher intends to initiate a compulsory redemption under the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)).

Olink holders who have validly tendered and not properly withdrawn their Shares or ADSs of Olink prior to the Expiration Time do not need to re-tender their Shares or ADSs or take any other action as a result of the Subsequent Offer.

Delisting & Deregistration of Olink’s ADSs

Olink has requested that the NASDAQ Global Market (“Nasdaq”) suspend trading of Olink ADSs and file a Form 25, Notification of Removal from Listing and/or Registration with the SEC, thereby commencing the process of delisting and deregistering the ADSs.  Provided that the criteria for deregistration are met, Olink also intends to terminate its reporting obligations under the Securities Exchange Act of 1934, as amended, by filing a Certification and Notice of Termination of Registration on Form 15 with the SEC.  Following delisting from Nasdaq, ADSs of Olink will not be listed or registered on another national securities exchange. Delisting is likely to reduce significantly the liquidity and marketability of any ADSs of Olink that have not been tendered pursuant to the Offer or the Subsequent Offer.

Requests for copies of the Offer to Purchase (as amended or supplemented from time to time), the ADS letter of transmittal and the acceptance form for Shares (including the instructions attached thereto) and other Offer materials may be directed to the call service of Georgeson LLC at +1-866-821-2550 (U.S. toll-free), +1-781-222-0033 (outside U.S. & Canada) or +46-846-007-389 (Sweden), or via email at olink@georgeson.com.  A copy of these documents may be obtained at the website maintained by the SEC at www.sec.gov.




Advisors

For Thermo Fisher, Cravath Swaine & Moore LLP and Advokatfirman Vinge KB served as legal counsel. For Olink, J.P. Morgan Securities LLC served as lead financial advisor, Goldman Sachs Bank Europe SE, Sweden Bankfilial served as financial advisor and Baker & McKenzie served as legal 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 that involve a number of risks and uncertainties. Words such as “believes,” “anticipates,” “plans,” “expects,” “seeks,” “estimates,” and similar expressions are intended to identify forward-looking statements, but other statements that are not historical facts may also be deemed to be forward-looking statements. Important factors that could cause actual results to differ materially from those indicated by forward-looking statements include risks and uncertainties relating to: the COVID-19 pandemic, the need to develop new products and adapt to significant technological change; implementation of strategies for improving growth; general economic conditions and related uncertainties; dependence on customers’ capital spending policies and government funding policies; the effect of economic and political conditions and exchange rate fluctuations on international operations; use and protection of intellectual property; the effect of changes in governmental regulations; any natural disaster, public health crisis or other catastrophic event; and the effect of laws and regulations governing government contracts, as well as the possibility that expected benefits related to recent or pending acquisitions may not materialize as expected; Olink’s business experiencing disruptions due to transaction-related uncertainty or other factors making it more difficult to maintain relationships with employees, customers, licensees, other business partners or governmental entities; difficulty retaining key employees; the outcome of any legal proceedings related to the compulsory redemption; 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. Additional important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are set forth in Thermo Fisher’s Annual Report on Form 10-K and subsequent quarterly report on Form 10-Q, which are on file with the U.S. Securities and Exchange Commission (“SEC”) and available in the “Investors” section of Thermo Fisher’s website, ir.thermofisher.com, under the heading “SEC Filings”, and in any subsequent documents Thermo Fisher files or furnishes with the SEC, and in Olink’s Annual Report on Form 20-F and subsequent interim report on Form 6-K, which are on file with the SEC and available in the “Investor Relations” section of Olink’s website, https://investors.olink.com/investor-relations, under the heading “SEC Filings”, and in any subsequent documents Olink files or furnishes with the SEC. While Thermo Fisher or Olink may elect to update forward-looking statements at some point in the future, Thermo Fisher and Olink specifically disclaim any obligation to do so, even if estimates change and, therefore, you should not rely on these forward-looking statements as representing either Thermo Fisher’s or Olink’s views as of any date subsequent to today.

Additional Information and Where to Find It

This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any common shares or American Depositary Shares of Olink or any other securities, nor is it a substitute for the tender offer materials that Thermo Fisher or the Buyer has filed with the SEC. The terms and conditions of the tender offer are published in, and the offer to purchase common shares and American Depositary Shares of Olink is made only pursuant to, the offer document and related offer materials prepared by Thermo Fisher and the Buyer and is filed with the SEC in a tender offer statement on Schedule TO. In addition, Olink has filed a solicitation/recommendation statement on Schedule 14D-9 with the SEC with respect to the tender offer.

THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, AN ADS LETTER OF TRANSMITTAL, ACCEPTANCE FORM FOR SHARES AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9, AS THEY MAY BE AMENDED FROM TIME TO TIME, CONTAIN IMPORTANT INFORMATION. INVESTORS AND SHAREHOLDERS OF OLINK ARE URGED TO READ THESE DOCUMENTS CAREFULLY BECAUSE THEY, AND NOT THIS DOCUMENT, GOVERN THE TERMS AND CONDITIONS OF THE TENDER OFFER, AND BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT SUCH PERSONS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR COMMON SHARES AND AMERICAN DEPOSITARY SHARES.

The tender offer materials, including the offer to purchase, the related ADS letter of transmittal and acceptance form for shares and certain other tender offer documents, and the solicitation/recommendation statement and other documents filed with the SEC by Thermo Fisher or Olink, may be obtained free of charge at the SEC’s website at www.sec.gov, at Olink’s website https://investors.olink.com/investor-relations, at Thermo Fisher’s website at www.thermofisher.com or by contacting Thermo Fisher’s investor relations department at 781-622-1111. In addition, Thermo Fisher’s tender offer statement and other documents it will file with the SEC will be available at https://ir.thermofisher.com/investors.

###
Exhibit (a)(5)(X)


Dear Shareholders and Market Participants,

Thermo Fisher Scientific has today announced the commencement of a subsequent offering period in order to allow any remaining shareholders accept the offer for the common shares of Olink.

All Shares validly tendered during the subsequent offering period will be immediately accepted for payment, and tendering holders will thereafter promptly be paid the same offer price of $26.00 per common share (“Share”), as applicable, in cash, without interest and less applicable withholding taxes or other taxes, upon the terms and subject to the conditions set forth in the offer to purchase dated as of October 31, 2023 (together with any amendments and supplements thereto, the “Offer to Purchase”).  The procedures for accepting the offer and tendering offer securities during the subsequent offering period are the same as those applicable to the offer as described in the Offer to Purchase, except that shares validly tendered during the subsequent offering period may not be withdrawn.

Olink shareholders who have validly tendered their Shares of Olink prior to the expiration time of July 9 at 4 p.m. Swedish time do not need to re-tender their shares or take any other action as a result of the subsequent offering period.

All conditions described in the tender offer statement on Schedule TO, as amended and supplemented from time to time, filed by Thermo Fisher with the U.S. Securities and Exchange Commission on October 31, 2023, have been met and Thermo Fisher Scientific will complete the offer.

Deadline to submit the acceptance form for the subsequent offering period: Received by DNB no later than 4:00 p.m., Swedish time, on July 16, 2024.

Price per share: $26.00 USD per Olink share.

Payment date: Around 2 business days following DNB’s receipt of a validly submitted acceptance form.

Please see the press release [insert link]

Sincerely,

DNB Markets Securities Services
DNB Markets, a part of DNB Bank ASA, Sweden Branch
E-mail: emissioner@dnb.se | Phone: +46 8 473 45 50