Thermo Fisher Scientific Inc. has announced its intention to acquire Clario Holdings, Inc., a leading clinical trial data management company, for approximately $10 billion in an all-cash transaction. The deal, which would represent Thermo Fisher's largest acquisition since its $17.4 billion purchase of PPD in 2021, is expected to close by the middle of 2026 subject to customary closing conditions and regulatory approvals.
Strategic Rationale for Enhanced Clinical Research Capabilities
The acquisition addresses the growing complexity of clinical trials as pharmaceutical and biotech companies conduct more studies than ever before, driving greater demand for endpoint data to assess therapeutic safety, effectiveness and value. Clario's platform is highly complementary to Thermo Fisher's clinical research offerings, enabling customers to gain critical insights from patient data to improve decision making, accelerate innovation and drive greater productivity.
"This strategic transaction will power the continued expansion of Clario's differentiated digital endpoint platform and proprietary suite of AI tools," said Chris Fikry, M.D., chief executive officer at Clario. "Thermo Fisher Scientific's global scale and extensive relationships with key decision makers across large pharma and biotech will fuel expansion of our comprehensive clinical trial platform."
Digital and AI Technology Integration
The acquisition further expands Thermo Fisher's digital and data capabilities and strengthens the company's use of artificial intelligence to accelerate clinical research, enhance data-driven insights and deliver greater efficiency across the drug development process. This enhanced capability is designed to help customers bring new therapies to patients faster and ultimately enhance the return on R&D investments for pharma and biotech customers.
Clario was established in 2021 through the merger of health tech companies ERT and Bioclinica, and provides advanced software solutions that help pharmaceutical companies manage and analyze clinical trial data efficiently. The company's investors include private equity firms Nordic Capital and Astorg.
Financial Profile and Expected Returns
The transaction presents attractive financial benefits for Thermo Fisher. The acquisition is immediately accretive to Thermo Fisher's adjusted operating margin and adds $0.45 of adjusted EPS in the first year after close. Under Thermo Fisher's ownership, the business is expected to grow high single-digits.
Thermo Fisher expects to deliver approximately $175 million of adjusted operating income from synergies by year 5 following close, primarily from revenue synergies that the combined capabilities will unlock. The attractive financial profile of Clario and expected synergy realization make the returns on this transaction very compelling with a double-digit internal rate of return.
Transaction Structure and Financing
In addition to the initial cash purchase price at closing, Thermo Fisher has agreed to pay $125 million in January 2027. The company has also agreed to pay up to $400 million of earn-out payments based on the performance of the business in 2026 and 2027. Should the earn-out milestones be achieved, the return profile will be even stronger for this acquisition.
To fund the transaction, Thermo Fisher intends to use proceeds from debt financing and cash on hand. Upon close, Clario will become part of Thermo Fisher's Laboratory Products and Biopharma Services segment.
Leadership Perspective on Value Creation
"We've long admired Clario and this acquisition underscores our disciplined capital deployment strategy, which has an outstanding track record of creating shareholder value," said Marc Casper, chairman, president and chief executive officer of Thermo Fisher Scientific. "We look forward to welcoming Clario's colleagues to Thermo Fisher."
The deal aligns with Thermo Fisher's ongoing strategy of strengthening its portfolio through high-value acquisitions. Earlier in 2024, the company announced plans to acquire Solventum's purification and filtration business for approximately $4.1 billion, further enhancing its capabilities in life sciences and laboratory technologies.
