Additional Proxy Soliciting Materials (definitive) (defa14a)
January 15 2016 - 1:47PM
Edgar (US Regulatory)
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 ¨
Check the appropriate box:
|
|
|
¨ |
|
Preliminary Proxy Statement |
|
|
¨ |
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
|
|
¨ |
|
Definitive Proxy Statement |
|
|
¨ |
|
Definitive Additional Materials |
|
|
x |
|
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):
|
|
|
|
|
|
|
x |
|
No fee required. |
|
|
¨ |
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
|
|
|
|
|
(1) |
|
Title of each class of securities to which transaction applies:
|
|
|
(2) |
|
Aggregate number of securities to which transaction applies:
|
|
|
(3) |
|
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):
|
|
|
(4) |
|
Proposed maximum aggregate value of transaction:
|
|
|
(5) |
|
Total fee paid:
|
|
|
¨ |
|
Fee paid previously with preliminary materials. |
|
|
¨ |
|
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. |
|
|
|
|
|
(1) |
|
Amount Previously Paid:
|
|
|
(2) |
|
Form, Schedule or Registration Statement No.:
|
|
|
(3) |
|
Filing Party:
|
|
|
(4) |
|
Date Filed:
|
|
|
Affymetrix Change-of-Control Plan Key Provisions (Affymetrix ConfidentialFor Internal Use Only)
Overview The Change-of-Control (CoC) Plan provides for severance payments in the event your employment terminates under specified circumstances following an acquisition of Affymetrix This
summary of key provisions is not intended to represent all the details as described in the CoC Plan document Please read the full CoC Plan document for complete information. Right-click on below link and select Open Hyperlink; click on
8-K filed November 10, 2015: http://investor.affymetrix.com/phoenix.zhtml?c=116408&p=irol-sec&secCat01Enhanced.1_rs=11&secCat01Enhanced.1_rc=10&control_symbol Refer to definitions in Section 4 of the CoC Plan
document for explanations of capitalized terms used in this document ? The CoC Plan document is the official company document. If there is ambiguity or perceived inconsistencies, the CoC Plan document overrides this summary of key provisions 2
|
|
When will a change-of-control severance payment apply? You will qualify for a severance payment under the CoC Plan if you are a Full-Time Employee and: (a) Affymetrix
experiences a change-of-control (i.e., is acquired by another company); and (b) you have a Qualifying Termination (described on the next slide) from your job within 12 months following the change-of-control date Change-of-control
date is the closing date of the acquisition, not the announcement date of a proposed acquisition Full-Time Employee generally means employees who are regularly scheduled to work 30 or more hours per week, or 75% of a standard
work week. (See Section 4.8 of the CoC Plan) ? Modifications may be made for Non-U.S. Covered Employees to the extent that the definition (or an element thereof) is impermissible under applicable law, to the minimum extent required to comply
with any such law You will NOT qualify for a severance payment under the CoC Plan if: You voluntarily resign before the acquisition closes You resign without Good Reason (as defined on the next slide) after the acquisition closes ? You
are terminated by Affymetrix for Cause either before or after the acquisition closes You are a temporary employee You are a contractor providing services to Affymetrix 3
|
|
What is the amount of the change-of-control severance? Upon a Qualifying Termination*, you will be eligible for the following severance benefits, if you sign a release provided by the
company: A cash severance payment (based on your Severance Multiple described below) Accelerated vesting and payment of Affymetrix equity awards that have been assumed by the acquirer There are certain differences that apply under the CoC Plan
depending on your job level: Affymetrix Job Level 13 or above 12 9-11 5-8 4 or below Severance Multiple (A) 24 months 12 months 9 months 6 months 3 months All three clauses of the Good Only clauses (i) and (ii) of the Good
Reason Good Reason definition (B) Reason definition apply [see note definition [see footnote (B) below] apply. (B) below] Clause (iii) of the definition does not apply * Qualifying Termination
means the Covered Employees employment is terminated within 12 months following a Change of Control either (i) by the Company without Cause or (ii) by the Employee for Good Reason (A) Severance
Multiple applies to: Cash severance payment equal to the Severance Multiple times the sum of (i) Monthly Base Pay and (ii) Monthly Target Bonus Cash payment in lieu of medical benefits payment equal to the
Severance Multiple times 135% of the initial monthly COBRA continuation premium (or similar non-U.S. coverage cost as determined by the Administrator) (Please note that if you are an officer of Affymetrix, you may later receive separate information
about certain tax considerations that may impact your severance benefits.) (B) Good Reason means, without the Covered Employees written consent (and as further set forth in Exhibit A of the CoC Plan): (i) a 10% reduction
in base pay or salary as in effect immediately prior to the Change of Control; (ii) a change in a Covered Employees principal work location that is more than forty-five (45) miles from the Covered Employees principal work
location immediately prior to the Change of Control; or (iii) For job levels 12 and above, a material reduction in job duties and responsibilities that the Covered Employee had prior to the Change of Control 4
|
|
How do I find my job level in Workday? 1) Click on your name located at the upper right-hand corner next to your picture. Select View Profile directly under your name. 2) From
the Job Details sub-tab, click on the Job Profile job title hyperlink. 3) From this hyperlink, you will see the JOB LEVEL. Note: The SECOND set of numbers is the JOB LEVEL. eBioscience eneChip USB
|
|
Safe Harbor Statement 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. 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. 6
Affymetrix (NASDAQ:AFFX)
Historical Stock Chart
From Jun 2024 to Jul 2024
Affymetrix (NASDAQ:AFFX)
Historical Stock Chart
From Jul 2023 to Jul 2024