Affymetrix Completes Acquisition of eBioscience Holding Company, Inc.
June 25 2012 - 4:00PM
Business Wire
Affymetrix Inc., (NASDAQ:AFFX) today announced that the Company
has completed its acquisition of eBioscience Holding Company, Inc.,
a privately-held company with an industry-leading position in flow
cytometry and immunoassay reagents for immunology and oncology
research and diagnostics. The acquisition enhances Affymetrix’s
product portfolio and expands its addressable markets by more than
$2.5 billion per year
“This transaction is an important strategic step for Affymetrix.
Through the acquisition of eBio we now have a blue-chip portfolio
of cell-based assays that diversify our business and open up
important new avenues for growth,” said Dr. Frank Witney, president
and chief executive officer of Affymetrix. “With eBio’s portfolio
of profitable and growing flow cytometry and immunoassay reagents,
the combined Company intends to provide novel molecular solutions
that will allow us to penetrate sizable new markets. ”
“Together we expect to generate enhanced operating leverage and
profitability,” stated Tim Barabe, executive vice president and
chief financial officer. “The combination is expected to be
accretive to gross margins and operating income in fiscal
2012.”
eBioscience will operate as a separate business unit within
Affymetrix under its existing leadership team. “The combination of
these two industry-leaders will extend our global commercial reach
and create important cross-selling opportunities, as well as the
opportunity to combine technologies to create important new
products,” said Don Tartre, general manager of eBio. “Together we
can enhance our value to customers while accelerating important
scientific discoveries.”
Under the terms of the agreement, Affymetrix paid approximately
$315 million in cash to acquire eBioscience, funded through a new
senior secured credit facility, an offering of convertible notes
and other available cash resources. As a result of the merger,
eBioscience has become a wholly-owned subsidiary of Affymetrix.
In connection with the acquisition of eBioscience, Affymetrix’s
Compensation Committee approved equity incentive awards to 278
eBioscience employees as inducement to join Affymetrix. An
aggregate 1.32 million shares of Affymetrix common stock may be
issued to these new non-executive employees under the awards, which
include an aggregate 942,000 restricted stock units that vest in
equal installments over two years, subject to performance based
criteria, 296,650 restricted stock units that vest in equal
installments over four years and options to purchase up to 80,000
shares of common stock that vest in equal installments over four
years. The stock options have a maximum term of 7 years.
The equity incentive awards were granted as inducements material
to the new employees entering into employment with Affymetrix in
accordance with NASDAQ Listing Rule 5635(c)(4).
About Affymetrix
Affymetrix technology is used by the world's top pharmaceutical,
diagnostic, and biotechnology companies, as well as leading
academic, government, and nonprofit research institutes. More than
2,200 systems have been shipped around the world and almost 25,000
peer-reviewed papers have been published using the technology.
Affymetrix is headquartered in Santa Clara, California, and has
manufacturing facilities in Cleveland, Ohio, and Singapore.
All statements in this press release that are not historical are
"forward-looking statements" within the meaning of Section 21E of
the Securities Exchange Act as amended, including statements
regarding Affymetrix’s "expectations," "beliefs," "hopes,"
"intentions," "strategies" or the like. Such statements are subject
to risks and uncertainties that could cause actual results to
differ materially for Affymetrix from those projected, including,
but not limited to: Affymetrix’s ability to timely and successfully
integrate and realize the anticipated strategic benefits and cost
savings or other synergies of the acquisition of eBioscience in a
cost-effective manner while minimizing the disruption to its
business; risk that eBioscience’s future performance may not be
consistent with its historical performance; risks relating to
Affymetrix’s ability to make scheduled payments of the principal
of, to pay interest on or to refinance its indebtedness; risk
relating to Affymetrix’s ability to successfully commercialize new
products; risk relating to past and future acquisitions, including
the ability of Affymetrix to successfully integrate such
acquisitions into its existing business; risks of Affymetrix’s
ability to achieve and sustain higher levels of revenue, higher
gross margins and reduced operating expenses; uncertainties
relating to technological approaches, risks associated with
manufacturing and product development; personnel retention;
uncertainties relating to cost and pricing of Affymetrix products;
dependence on collaborative partners; uncertainties relating to
sole-source suppliers; uncertainties relating to FDA and other
regulatory approvals; competition; risks relating to intellectual
property of others and the uncertainties of patent protection and
litigation. For a detailed discussion of these and other cautionary
statements and risk factors, please refer to Affymetrix’s Form 10-K
for the year ended December 31, 2011, Affymetrix’s Form 10-Q for
the quarter ended March 31, 2012 and other SEC reports. Affymetrix
expressly disclaims any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements
contained herein to reflect any change in Affymetrix’s expectations
with regard thereto or any change in events, conditions or
circumstances on which any such statements are based.
PLEASE NOTE:
Affymetrix, the Affymetrix logo and all other trademarks are the
property of Affymetrix, Inc.
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