UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the
Registrant x Filed by
a party other than the Registrant ¨
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
Affymetrix, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than The Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing. |
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Date Filed:
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Memorandum
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DATE: |
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January 8, 2016 |
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Affymetrix, Inc. 3420 Central Expressway
Santa Clara, CA 95051 www.affymetrix.com |
TO: |
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All Affymetrix Employees |
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FROM: |
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Frank Witney |
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SUBJECT: |
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Announced combination with Thermo Fisher Scientific |
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Dear Affymetrix employees,
Today, we announced that our Board
of Directors has approved a transaction under which Affymetrix will be acquired by Thermo Fisher Scientific, the world leader in serving science. A copy of the press release issued this afternoon is attached to this email.
This transaction is a testament to the strength of our company, our employees, our products, and the innovation we have built together over the past two to
three decades. Thermo Fishers interest in our company is driven by our position as a pioneer in microarray technology and a leader in genetic and cellular analysis. Together, we bring complementary technologies to create a global leader in
biosciences and genetic analysis, creating significant value for all our key stakeholders.
Thermo Fisher has approximately 50,000 employees in 50
countries and revenue of $17 billion. The companys mission is to enable its customers to make the world healthier, cleaner, and safer by providing technologies, products and services that help them to accelerate innovation and increase
productivity. Upon completion of the transaction, Affymetrix will become part of Thermo Fishers Life Sciences Solutions Group, which is led by Mark Stevenson.
I am excited about the opportunities we will have as part of Thermo Fisher. Given Thermo Fishers scale and depth of capabilities, I have every reason to
believe that the programs we initiated will continue to flourish, in some cases beyond what we could accomplish as a stand-alone company. The combination of technologies will no doubt lead to powerful and innovative new products and application
solutions. Affymetrix will benefit from Thermo Fishers access to the biopharma industry through its unique customer value proposition, as well as its world-class e-commerce capabilities and extensive market channels. Thermo Fisher also
significantly extends the commercial and geographic reach of our products, given its market presence and infrastructure in Asia-Pacific, particularly China.
Affymetrix and Thermo Fisher share a common culture of innovation and a strong focus on customers. In addition, Thermo Fisher is committed to employee
development with numerous programs and opportunities that support ongoing training and career advancement. I believe Affymetrix employees will have many opportunities for professional growth as part of an industry-leading global business.
While this announcement is exciting, it is just the first step in a process. An integration planning team, led by representatives from both companies, will be
established to plan the integration and assist with the transition process.
We will be going through required regulatory and stockholder approval processes over the next few months. We
expect the transaction to close by the end of the second quarter of 2016. Until then, we will continue to operate our business independently and it will be business as usual. This means that each of us has an important responsibility to continue to
focus on our goals and daily responsibilities and deliver on our strategic and financial objectives. I know I can count on you to do everything in your power to ensure that we stay focused on our core value of making and meeting commitments.
An announcement like this is going to draw attention from media, the financial community, and others who follow Affymetrix. As always, it is important for our
company to speak with one voice. If you receive any inquiries about this transaction from members of the media or investment community, I ask that you immediately forward those requests to Doug Farrell, VP of Investor Relations. Inquiries from
customers should be directed to the appropriate commercial manager or directly to David Weber, Chief Commercial Officer.
I also ask that you refrain from
posting, re-posting, re-tweeting or the like any information about the proposed acquisition, including third party content, from your personal social media accounts due to regulatory and legal concerns. I thank you all in advance for
your understanding and cooperation.
Global Town Halls and Additional Information
Please join me for an all-employee town hall to give you more detail on the transaction. You will be receiving meeting
requests in Outlook shortly with the times and dial-in information.
We will be creating a space on AffyNet (link to be set up in the near future) where
we will post the press release, documents, FAQs and other materials to provide you with additional details on the transaction as we know them. While the site is being set up, a set of employee FAQs is attached to this email. If you have any
additional questions or concerns, you can also talk to your manager.
Todays announcement results directly from Thermo Fishers recognition of
the value of our product portfolio and our future growth prospects all of which are made possible by your hard work, focus, and dedication. On behalf of the Board and the senior leadership team, I thank you for your continued dedication and
your many contributions to the success of Affymetrix.
As we move through this process, well continue to rely on you to focus on the work at hand,
serve our partners and customers, and stay focused on our mission to accelerate the application of biology for a better world. This is an exciting time for Affymetrix and we should be proud of what we have accomplished as a team to make this day
possible. Today marks a significant milestone for the future of our company, and I look forward to all that we will achieve together in the future as part of Thermo Fisher.
Sincerely,
Frank Witney
President & Chief Executive Officer
Additional Information
In connection with the proposed merger, Affymetrix will file a proxy statement with the Securities and Exchange Commission (the SEC).
STOCKHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain a free copy of the proxy statement (when available) and any other relevant documents filed with the
SEC from the SECs website at http://www.sec.gov. In addition, stockholders will be able to obtain, without charge, a copy of the proxy statement and other relevant documents (when available) at Affymetrixs website at
investor.Affymetrix.com or by contacting Affymetrixs investor relations department via e-mail at investor@affymetrix.com.
PARTICIPANTS IN THE SOLICITATION
Affymetrix and its
directors, executive officers and other members of its management and employees as well as Thermo Fisher and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Affymetrixs
stockholders with respect to the merger. Information about Affymetrixs directors and executive officers and their ownership of Affymetrixs common stock is set forth in the proxy statement for Affymetrixs 2015 Annual Meeting of
Stockholders and Affymetrixs Annual Report on Form 10-K for the fiscal year ended December 31, 2014. Information about Thermo Fishers directors and executive officers is set forth in the proxy statement for Thermo Fishers 2015
Annual Meeting of Stockholders. Stockholders may obtain additional information regarding the direct and indirect interests of the participants in the solicitation of proxies in connection with the merger, including the interests of Affymetrixs
directors and executive officers in the merger, which may be different than those of Affymetrixs stockholders generally, by reading the proxy statement and other relevant documents regarding the merger, which will be filed with the SEC.
Cautionary Statement Regarding Forward Looking Statements
The following constitutes a Safe Harbor statement under the Private Securities Litigation Reform Act of 1995: This communication contains
forward-looking statements that involve a number of risks and uncertainties. Important factors that could cause actual results to differ materially from those indicated by forward-looking statements include risks and uncertainties relating to: 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 exchange rate fluctuations on international operations; the effect of healthcare reform legislation; use and protection of intellectual property; the effect of changes in governmental regulations; and the
effect of laws and regulations governing government contracts, as well as the possibility that expected benefits related to the proposed Affymetrix transaction may not materialize as expected; the Affymetrix transaction not being timely completed,
if completed at all; prior to the completion of the transaction, Affymetrixs 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, 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 Fishers Annual Report on Form 10-K for
the year ended December 31, 2014 and its subsequent Quarterly Reports on Form 10-Q, including its Quarterly Report on Form 10-Q for the quarter ended September 26, 2015, each of which is on file with the SEC and available in the
Investors section of Thermo Fishers website under the heading SEC Filings and in other documents Thermo Fisher files with the SEC, and in Affymetrixs Annual Report on Form 10-K for the year ended December 31,
2014 and its subsequent Quarterly Reports on Form 10-Q, including its Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, each of which is on file with the SEC and available in the Investors section of
Affymetrixs website, www.Affymetrix.com, under the heading SEC Filings and in other documents Affymetrix files with the SEC. While Thermo Fisher or Affymetrix may elect to update forward-looking statements at some point in the
future, Thermo Fisher and Affymetrix 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 Fishers or Affymetrixs
views as of any date subsequent to today.
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