SecProbe.io

CORRESP
1
filename1.htm

                  Ting S. Chen
                    tchen@cravath.com

                    T+1-212-474-1794

                    New York

                    Bethany Pfalzgraf

                    bpfalzgraf@cravath.com

                    T+1-212-474-1728

                    New York

          November 30, 2023

          Thermo Fisher Scientific Inc.

            Olink Holding AB (publ)

            Schedule TO-T Filed October 31, 2023

            Filed by Orion Acquisition AB and Thermo Fisher Scientific Inc.

            File No. 005-93360

          Dear Ms. Chalk and Messrs. Callaghan and Kim:

          On behalf of Thermo Fisher Scientific Inc. (“Thermo Fisher” or “Parent”) and Orion Acquisition AB (“Buyer”), we are providing Thermo Fisher’s responses to the comments of the Staff of the
            Division of Corporate Finance (the “Staff”) of the U.S. Securities and Exchange Commission set forth in its letter dated November 13, 2023 (the “Comment Letter”), with respect to the Offer to Purchase, dated October 31, 2023,
            filed as Exhibit (a)(1)(A) to the above-referenced Tender Offer Statement on Schedule TO-T (the “Tender Offer Statement”).  Thermo Fisher is concurrently filing Amendment No. 5 to the Tender Offer Statement with an Amended and Restated
            Offer to Purchase, dated November 30, 2023, attached as Exhibit (a)(1)(H) (the “Offer to Purchase”) via EDGAR, and a courtesy copy of the Offer to Purchase marked to show changes to the Offer to Purchase is being sent to the Staff under
            separate cover.

          For the Staff’s convenience, the text of the Staff’s comments is set forth below in italics, followed in each case by the responses of Parent and Buyer in standard typeset.  Terms not otherwise defined in this
            letter shall have the meanings set forth in the Offer to Purchase.  All references to page numbers in these responses are to the pages of the Offer to Purchase.

          General

                1.

                  We note that Olink is a foreign private issuer organized under the laws of Sweden. While Parent and Buyer need not disseminate offer materials in jurisdictions where it may not legally do so, it must
                      accept tenders from all target shareholders, wherever located. See Rule 14d-10(a)(1). Please revise the disclosure (in bold and all caps) on pages iii-iv of the Offer to Purchase accordingly.

          Response 1:

          In response to the Staff’s comment, the disclosure on page iv of the Offer to Purchase has been supplemented to make clear that the
            Offer is open to all holders of Offer Securities in accordance with Rule 14d-10(a)(1).

                2.

                  See our last comment above. We note the disclosure in the Offer to Purchase that Olink is incorporated in Sweden but its primary trading market is in the United States. Please explain in your
                      response letter to what extent Swedish law applies to the Offer. That is, state whether, for purposes of Swedish law as it relates to this Offer, Sweden views U.S. regulation as primary (and explain why or why not). Additionally, in
                      your response letter, describe the facts supporting bidders’ reliance on Rule 14d-1(d) in connection with this Offer, including the level of U.S. ownership in the Company.

          Response 2:

          In response to the Staff’s comment, on the advice of Thermo Fisher’s Swedish counsel, Parent respectfully advises that the Swedish Companies Act applies to Olink in its capacity as a public limited liability
            company organized in Sweden.  However, given that the Company’s securities are not listed on any Swedish exchange, the Swedish Takeover Code is not applicable to the Offer.

          Chapter 22 of the Swedish Companies Act (SFS 2005:551) provides that, upon obtaining 90% plus one Share of the outstanding Shares, Buyer will become statutorily entitled to buy the remaining Shares not then held by
            the Buyer to accommodate 100% ownership in Olink by Parent and Buyer, and any person whose Shares may be so compulsorily acquired is correspondingly statutorily entitled to compel the Buyer to purchase its Shares.

          Given that Olink’s ADSs are registered under Section 12 of the Exchange Act, the Offer must comply with the Exchange Act, including Regulation 14D and 14E thereunder, other than to the extent an exemption is
            available with respect to the Offer under Rule 14d-1(d) of the Exchange Act (“Tier II Relief”).  Parent has reviewed the conditions to the exemptive relief afforded by Rule 14d-1(d) of the Exchange Act and has determined that it is in
            compliance with these conditions with respect to the Offer as follows:

                    •

                    Olink is a foreign private issuer as defined in § 240.3b–4 and is not an investment company registered or required to be registered under the Investment Company Act of 1940;

                    •

                    U.S. holders do not hold more than 40 percent of the Offer Securities (as determined under Instructions 2 or 3 to paragraphs (c) and (d) of Rule 14d-1(d)); and

                    •

                    Parent complies with all applicable U.S. tender offer laws and regulations, other than those for which an exemption has been provided for under Tier II Relief.

          In making this determination in accordance with Instruction 2, Parent selected as the measurement date October 17, 2023, the 14th day prior to the public announcement of the Offer (as permitted by Instruction
            2(i)). In performing its calculations, Parent included Shares underlying ADSs, as required by Instruction 2(ii).

          Based on (i) the representation made by Olink in the Purchase Agreement that, as of October 17, 2023, 124,342,715 Shares were issued and outstanding, (ii) the representation made by the Majority Owner in the
            Support Agreement that, as of October 17, 2023, the Majority Owner held 77,284,718 of 124,342,715 Shares, or 62.15% of total outstanding Shares and (iii) the representation made by the Majority Owner in the Support Agreement that none of Summa
            Equity AB, the Majority Owner or any member of their respective boards of directors is a U.S. Person, the proposed Offer qualifies for Tier II Relief pursuant to Rule 14d-1(d) under the Exchange Act.

                3.

                  Refer to the following statement made on page ii, 8, and 12 of the Offer to Purchase: “In certain circumstances under the Support Agreement, to the extent permitted under applicable law, Buyer has
                      the right to elect that a tendering shareholder instead withdraw its Shares from the Offer and transfer them directly to Buyer at a fixed price of $26.00 per Share, subject to the terms and conditions of the Support Agreement”
                      (emphasis added). However, in separate parts of page 8 and 12 of the Offer to Purchase, you restate the above sentence, but substitute “a tendering shareholder” with “a Supporting Shareholder.” Please revise these statements to
                      (1) discuss what constitutes “certain circumstances” for these purposes; (2) clarify that “a tendering shareholder” refers to the parties to the Support Agreement, and not all shareholders tendering their shares pursuant to the Offer,
                      if true; and (3) otherwise make these statements consistent or explain the differences. Additionally, please explain in your response letter how such arrangement to transfer withdrawn Shares directly to Buyer outside the Offer is
                      consistent with Rule 14e-5 or any exemption from that Rule. See also, our next comment below.

          Response 3:

          In response to the Staff’s comment, the disclosure on page ii of the Offer to Purchase, in response to the question “Have any Olink shareholders entered into agreements with Parent or any of its affiliates
            requiring them to tender their Shares?” on pages 8-9 of the Offer to Purchase and under the Introduction on page 14 of the Offer to Purchase has been supplemented to explain the circumstances under which Buyer has the right to require
            Supporting Shareholders to withdraw their tendered Shares from the Offer.  The disclosure on such pages has also been revised by replacing “a tendering shareholder” with “a Supporting Shareholder” when referring to the shareholders with respect
            to whom Buyer can exercise this right.

          Parent respectfully submits that the arrangement to transfer withdrawn Shares directly to Buyer outside the Offer would be undertaken in accordance with Rule 14e-5(b)(12).  Please refer to our response to Comment
            #4 below.

                4.

                  On page iii and page 13 of the Offer to Purchase, you state that Buyer and its affiliates and brokers may make certain purchases of Offer Securities outside of the United States before, during, or after
                    the Offer Period to the extent permissible under Rule 14e-5 of the Exchange Act. In your response letter, please advise us which exception under Rule 14e-5(b) that you plan to rely upon for these outside purchases and outline the facts
                    that you believe support your reliance on the exception identified.

          Response 4:

          Parent acknowledges the Staff’s comment and respectfully advises the Staff that any purchases of Offer Securities outside the Offer prior to the date that the Offer expires will be structured to comply with
            Rule 14e-5(b)(12).  Parent respectfully submits that such purchases would be subject to, and comply with, the conditions of such rule, given that:

                a.

                  such purchases or arrangements to purchase will be conducted in accordance with the applicable laws of Sweden;

                b.

                  Olink is a foreign private issuer;

                c.

                  Parent reasonably expects that the Offer meets the conditions for reliance on the Tier II cross-border exemptions set forth in Rule 14d-1(d) (please see our response to Comment #2 above);

                d.

                  no purchases or arrangements to purchase otherwise than pursuant to the Offer will be made to U.S. holders (for example, please see our responses to Comments #2 and #3 above regarding purchases under the Support Agreement from
                    Supporting Shareholders that are not U.S. holders);

                e.

                  the offering materials disclose prominently the possibility of purchases or arrangements to purchase subject securities or related securities outside of the Offer (see references to the Support Agreement on pages ii-iii of the Offer
                    to Purchase, the response in the Summary Term Sheet on page 8 of the Offer to Purchase and in response to the question “Have any Olink shareholders entered into agreements with Parent or any of its affiliates requiring them to tender
                    their Shares?”);

                f.

                  Parent will provide public disclosure in the United States, to the extent that such information is made public in Sweden, of information regarding all purchases of Offer Securities otherwise than pursuant to the Offer until the
                    Expiration Time; and

                g.

                  The Offer Consideration will be increased to match any consideration paid outside of the Offer that is greater than the Offer Consideration.

          Summary Term Sheet, page 1

                5.

                  Prominently disclose in the Summary Term Sheet, and where else appropriate in the Offer to Purchase, bidders’ plans for the Company (and the impact on remaining Olink shareholders) if less than 90% of the
                    outstanding Shares are tendered in the Offer. We note that according to disclosure on page 7 of the Offer to Purchase, bidders have the right to reduce or waive the Minimum Tender Condition. Here and where else appropriate in the Offer
                    to Purchase, such as Section 13 “Purpose of the Offer; Plans for Olink,” explain what this will mean for shareholders, including but not limited to, the bidders’ ability to compulsorily or otherwise acquire any Shares not tendered in
                    the Offer at acceptance levels below 90%. If Olink may continue to exist as a separate legal entity after the Offer, explain the impact to non-tendering shareholders under Swedish law.

          Response 5:

          In response to the Staff’s comment, the disclosure in the Summary Term Sheet in response to the question “If I decide not to tender, how will the Offer affect my Shares or ADSs?” on pages 10-11 of the Offer to
            Purchase, in Section 1—“Terms of the Offer” on page 17 of the Offer to Purchase and in Section 13—“Purpose of the Offer; Plans for Olink” on page 50 of the Offer
            to Purchase has been supplemented to state the bidders’ plans for the Company and the impact to non-tendering shareholders if less than 90% of the outstanding Shares are tendered in the Offer.

                6.

                  Outline in the Summary Term Sheet the ways in which the conduct of this Offer will differ from a U.S. tender offer, including when payment will be made for tendered Shares consistent with Rule 14d-1(d). As
                    one example only, indicate if Swedish law imposes a maximum limit on the term of the Offer, and what you will do if all conditions to the Offer, including the regulatory conditions, have not been satisfied by the Expiration Time.
                    Provide explanatory disclosure similar to the second paragraph of the subsection entitled “Withdrawal Rights,” on page 21 of the Offer to Purchase, where you make the following general statement: “Under the `Tier II’ exemption,
                    compliance with the requirements of home jurisdiction law or practice ... will satisfy the requirements of certain of the rules applicable to third-party tender offers under the Exchange Act, including rules relating to withdrawal
                    rights.”

          Response 6:

          In response to the Staff’s comment, the disclosure in the Summary Term Sheet in response to the question “Can the Offer be extended and under what circumstances?” on page 4 of the Offer to Purchase and in the
            response to the question “If I accept the Offer, how will I get paid?” on page 7 of the Offer to Purchase has been supplemented to indicate that Buyer will comply with Rule 14e-1 of the Exchange Act and will not rely on any Tier II exemption
            with respect to prompt payment and extension of the Offer.

          In response to the Staff’s comment, the disclosure in the Summary Term Sheet in response to the question “If I decide not to tender, how will the Offer affect my Shares or ADSs?” on page 10 of the Offer to Purchase
            has been supplemented to summarize the Tier II exemption for purchases outside the Offer, which Parent may rely on.

          Respectfully, we submit that Buyer’s contemplated actions in the event that the conditions to the Offer, including the regulatory conditions, have not been satisfied by the Expiration Time are explained in the
            Summary Term Sheet in response to the question “Can the Offer be extended and under what circumstances?” on page 4 of the Offer to Purchase.  In respect of the Staff’s comment requesting disclosure of when payment will be made for tendered
            Shares consistent with Rule 14d-1(d), we respectfully submit that such timing of payment is also discussed in the Summary Term Sheet on page 7 of the Offer to Purchase in response to the question “If I accept the Offer, how will