Affymetrix Responds to Origin Proposal
March 20 2016 - 5:04PM
Business Wire
Affymetrix Inc. (NASDAQ: AFFX) Affymetrix announced that it has
reviewed the proposal made by Origin Technologies Corporation, LLC
(“Origin”) on March 18 for a transaction in which the
stockholders of Affymetrix would receive $16.10 per share in cash.
In reviewing the proposal, the Board of Directors notes
that Origin appears to be a newly-formed shell entity with no
assets of which Affymetrix is aware, and whose sole source of
funding for the proposed transaction is $1.5 billion in potential
debt commitments. Based on the analysis performed by Affymetrix'
advisers, $1.5 billion falls materially short of the funds that
would be required to complete the transaction, including the
amounts required to be paid in respect of existing shares, employee
equity arrangements, existing convertible notes and credit
facility, and anticipated transaction expenses, including a
termination fee payable to Thermo Fisher Scientific Inc. (“Thermo
Fisher”). Accordingly, the Affymetrix Board of Directors has
concluded that the proposal does not constitute, and could not
reasonably be expected to lead to, a “Superior Proposal” (as
defined in the merger agreement between Affymetrix and Thermo
Fisher). As a result, Affymetrix is precluded by the terms of its
merger agreement with Thermo Fisher from negotiating with or
providing information to Origin with respect to this proposal. In
light of the funding shortfall, the Affymetrix Board has not
considered other aspects of the Origin proposal.
"We held preliminary discussions in the fall of 2015 with
individuals who became principals and potential backers of Origin,
and in November 2015 I invited them to submit a written proposal if
they had serious interest in a strategic transaction with
Affymetrix,” said Dr. Frank Witney, Chief
Executive Officer and President of Affymetrix. “We heard
nothing further from them for over four months until they announced
their unsolicited proposal on March 18. The Board of Directors of
Affymetrix is firmly committed to carrying out its fiduciary duties
and maximizing value for our stockholders, while at the same time
complying with the customary provisions of our merger agreement
with Thermo Fisher."
The Affymetrix Board continues to recommend to its stockholders
the adoption of the merger agreement with Thermo Fisher. As of this
date, Affymetrix is not making an Adverse Recommendation Change;
specifically, the Board is not failing to make, withdrawing or
modifying the Company Board Recommendation, is not recommending the
proposal from Origin, and is not proposing to do any of the
foregoing, and the Board recommends against the proposal from
Origin. Capitalized terms used but not defined in this paragraph
shall have the meanings set forth in the merger agreement with
Thermo Fisher.
Morgan Stanley is acting as financial advisor to Affymetrix, and
Davis Polk & Wardwell LLP is serving as legal counsel.
About Affymetrix
Affymetrix technologies enable multiplex and simultaneous
analysis of biological systems at the cell, protein, and gene
level, facilitating the rapid translation of benchtop research into
clinical and routine use for human health and wellness. Affymetrix
provides leadership and support, partnering with customers in
pharmaceutical, diagnostic, and biotechnology companies as well as
leading academic, government, and nonprofit research institutes in
their quest to use biology for a better world. More than 2,300
microarray systems have been shipped around the world and more than
94,000 peer-reviewed papers have been published citing Affymetrix
technologies. Affymetrix is headquartered in Santa Clara,
California, and has manufacturing facilities in Cleveland, San
Diego, Vienna, and Singapore. Affymetrix has about 1,100 employees
and maintains sales and distribution operations worldwide. For more
information about Affymetrix, please visit www.affymetrix.com.
PLEASE NOTE: Affymetrix, the Affymetrix logo, and OncoScan
trademarks are the property of Affymetrix, Inc. All other
trademarks are the property of their respective owners.
Important Information for Affymetrix Stockholders
In connection with the proposed merger with Thermo Fisher,
Affymetrix has filed a proxy statement with the Securities and
Exchange Commission (the “SEC”). STOCKHOLDERS ARE ADVISED TO READ
THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
THERETO) FILED WITH THE SEC ON FEBRUARY 24, 2016 BECAUSE IT
CONTAINS IMPORTANT INFORMATION. Stockholders may obtain a free copy
of the proxy statement and any other relevant documents filed with
the SEC from the SEC’s 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 at
Affymetrix’ website at investor.Affymetrix.com or by contacting
Affymetrix’ investor relations department via e-mail
at investor@affymetrix.com.
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 Affymetrix’
stockholders with respect to the merger. Information about
Affymetrix’ directors and executive officers and their ownership of
Affymetrix’ common stock is set forth in the proxy statement for
Affymetrix’ 2016 Special Meeting of Stockholders, Affymetrix’
Annual Report on Form 10-K for the fiscal year ended
December 31, 2015 and proxy statement for Affymetrix’ 2015
Annual Meeting of Stockholders. Information about Thermo Fisher’s
directors and executive officers is set forth in the proxy
statement for Thermo Fisher’s 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
Affymetrix’ directors and executive officers in the merger, which
may be different than those of Affymetrix’ stockholders generally,
by reading the proxy statement and other relevant documents
regarding the merger, which have been filed with the SEC.
Forward Looking Statements
All statements in this report that are not historical in nature,
are predicative in nature or that depend upon or refer to future
events or conditions are “forward-looking statements” within the
meaning of Section 21 of the Securities Exchange Act of 1934,
as amended, and the Private Securities Litigation Reform Act of
1995. Forward-looking statements are based on Affymetrix’ current
expectations and are subject to a number of factors and
uncertainties that could cause actual results to differ materially
from those described in the forward-looking statements. Affymetrix
cannot assure you that actual results or business conditions will
not differ materially from those projected or suggested in such
forward-looking statements as a result of various factors,
including, but not limited to, those 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 transaction may not materialize as
expected; the transaction not being timely completed, if completed
at all; prior to the completion of the transaction, Affymetrix’
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 discussed in “Risk Factors” contained in Part I,
Item 1A of our Annual Report on Form 10-K for the year ended
December 31, 2015. These forward-looking statements speak only
as of the date of the report. Unless required by law, the Company
does not undertake to release publicly any updates or revisions to
any forward-looking statements contained herein to reflect any
change in our expectations with regard thereto or any change in
events, conditions or circumstances on which any such statements
are based.
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Affymetrix Inc.Media Contact:Mindy Lee-Olsen,
408-731-5523Vice President, Marketing
Servicesmindy_lee-olsen@affymetrix.comInvestor Contact:Doug
Farrell, 408-731-5285Vice President, Investor
Relationsdoug_farrell@affymetrix.com
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