New Mountain Capital, L.L.C. entered into a definitive agreement with the intention to acquire Applied, Food and Enterprise Services businesses of PerkinElmer, Inc. (NYSE:PKI) for $2.5 billion on August 1, 2022. As reported, out of the total consideration of $2.45 billion in cash, $2.30 billion will be received at the closing and $150 million will be payable contingent on the exit valuation New Mountain Capital receives on a sale or other capital events related to the business. The expected after-tax proceeds upon closing are $1.9 billion in cash and $150 million future contingent consideration. The business being acquired includes PerkinElmer’s leading OneSource laboratory and field services, along with a portfolio of atomic spectroscopy, molecular spectroscopy, and chromatography instruments, consumables and reagents that serve the biopharma, food, environmental & safety and applied end markets. PerkinElmer’s business following the close of the transaction will consist of its Life Sciences and Diagnostics businesses. Upon closing of the transaction, the PerkinElmer name and brand are expected to be retained by the Analytical, Food, and Enterprise Services businesses under its new ownership. The Company’s Life Sciences and Diagnostics businesses will adopt a new name, brand and stock ticker that will be announced at a later date prior to close. New Mountain Capital will look forward to supporting the business as it invests in continued product innovation, cutting-edge technology, market expansion, add-on M&A and other strategic partnerships to further expand and build on the business’ strong value proposition to its customers and partners. If the purchase agreement is terminated under certain specified circumstances by New Mountain, New Mountain will be required to pay PerkinElmer a reverse termination fee of $75 million (the “Reverse Termination Fee”). This science-first Life Sciences and Diagnostics company will continue to be led by the existing PerkinElmer senior management team and will be acutely focused on driving accelerated innovations for customers leading to faster growth, elevated profitability, and a best-in-class financial profile overall. The Analytical, Food, and Enterprise Services businesses that are intended to be divested include approximately 6,000 of PerkinElmer’s nearly 17,000 current employees.

The transaction is subject to regulatory approvals, all applicable waiting periods under the Hart-Scott-Rodino Act shall have expired or otherwise been terminated and other customary closing conditions. The closing of the transaction is not conditioned upon the receipt of any financing. The transaction is expected to close in the first quarter of 2023. PerkinElmer's increased financial strength will support accelerated investment into attractive end markets across science and disease, and drive advanced research, discovery, and improve global health.

Goldman Sachs & Co. LLC, Inc. is serving as exclusive financial advisor and Hal J. Leibowitz and Andrew R. Bonnes of WilmerHale acted as lead legal advisors to PerkinElmer. Jean-Marc Franceschi, Mikael Salmela, Marion Guertault, and Emmanuel Vrillon-Darcy of Hogan Lovells and McDermott Will & Emery are providing additional legal counsel to PerkinElmer. Jefferies is serving as exclusive financial advisor to New Mountain Capital, and Elizabeth Cooper, Christopher Brown, Gregory Grogan, Lori Lesser, Andrew Purcell, Dennis Loiacono, Krista McManus, David Greene, Matthew Leighton, Toby Chun, Steven DeLott, Vanessa Burrows, Peter Guryan, Étienne Renaudeau, Kelly Karapetyan, Josh Buckland and Matt Rogers of Simpson Thacher & Bartlett LLP and Xavier Naime, Arnaud Charpentier, Alex Lewis, Rakesh Rathod and David Courchia of Baker & McKenzie France acted as lead legal advisors to New Mountain. Owl Rock Capital, a division of Blue Owl, served as administrative agent and joint lead arranger for the credit facilities to New Mountain Capital. The Hogan Lovells team also consisted of lawyers from offices in Amsterdam, London, Madrid, Milan, Munich, Rome, Shanghai, Tokyo and Warsaw.