Thermo Fisher Scientific Completes Acquisition of Affymetrix Following Approval of Transaction by Affymetrix Stockholders
March 31 2016 - 1:23PM
Business Wire
Thermo Fisher Scientific Inc. (NYSE:TMO), the world leader in
serving science, and Affymetrix, Inc. (NASDAQ:AFFX), a leading
provider of cellular and genetic analysis products, today announced
that Thermo Fisher has completed its previously announced
acquisition of Affymetrix for $14.00 per share in cash, for a total
purchase price of approximately $1.3 billion. Completion of the
transaction follows approval of the merger agreement by Affymetrix
stockholders at the special meeting held today.
“We are pleased to announce the completion of this transaction
and officially welcome the Affymetrix team to Thermo Fisher,” said
Marc N. Casper, president and chief executive officer of Thermo
Fisher Scientific. “This is a great outcome for both companies.
With Affymetrix, we now have an expanded antibody portfolio to
strengthen our leadership in biosciences, as well as new genetic
analysis capabilities to better serve clinical and applied markets.
Our combined capabilities will benefit our customers, employees and
shareholders, and we are excited to move forward as one
organization positioned for growth. Since first announcing our
agreement back in January, the integration planning has been
progressing well and we look forward to creating value through the
strategic and financial benefits of the transaction.”
Frank Witney, president and chief executive officer of
Affymetrix, said, “This transaction creates significant value for
our stockholders and will provide important benefits to our
customers and employees. I want to thank all of our stakeholders,
including our dedicated employees, for their contributions to the
company’s success and their support throughout this process. We
believe Affymetrix will be positioned for long-term success as part
of Thermo Fisher.”
As a result of the completion of the transaction, Affymetrix
stock will cease trading and will no longer be listed on The NASDAQ
Global Select Market.
The completion of the acquisition constituted a Make-Whole
Fundamental Change (as defined in the First Supplemental Indenture,
dated as of June 25, 2012, between Affymetrix and The Bank of New
York Mellon Trust Company, N.A. relating to the Affymetrix 4.00%
Convertible Senior Notes due 2019). The Effective Date (as defined
in the First Supplemental Indenture) related to the Make-Whole
Fundamental Change is March 31, 2016.
Advisors
JP Morgan acted as financial advisor to Thermo Fisher, and
Wachtell, Lipton, Rosen & Katz served as legal counsel. Morgan
Stanley acted as financial advisor to Affymetrix, and Davis Polk
& Wardwell LLP served as legal counsel.
About Thermo Fisher Scientific
Thermo Fisher Scientific Inc. (NYSE:TMO) is the world leader in
serving science, with revenues of $17 billion and more than 50,000
employees in 50 countries. Our mission is to enable our customers
to make the world healthier, cleaner and safer. We help our
customers accelerate life sciences research, solve complex
analytical challenges, improve patient diagnostics and increase
laboratory productivity. Through our premier brands – Thermo
Scientific, Applied Biosystems, Invitrogen, Fisher Scientific and
Unity Lab Services – we offer an unmatched combination of
innovative technologies, purchasing convenience and comprehensive
support. For more information, please
visit www.thermofisher.com.
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.
Safe Harbor Statement
The following constitutes a “Safe Harbor” statement under the
Private Securities Litigation Reform Act of 1995: This press
release 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 recent acquisitions
may not materialize as expected. Additional important factors that
could cause actual results to differ materially from those
indicated by such forward-looking statements are set forth in our
Annual Report on Form 10-K for the year ended December 31,
2015, which is on file with the SEC and available in
the “Investors” section of our website under the heading “SEC
Filings.” While we may elect to update forward-looking statements
at some point in the future, we specifically disclaim any
obligation to do so, even if estimates change and, therefore, you
should not rely on these forward-looking statements as representing
our views as of any date subsequent to today.
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Thermo Fisher media:Karen Kirkwood,
781-622-1306karen.kirkwood@thermofisher.comwww.thermofisher.comorThermo
Fisher investor:Ken Apicerno,
781-622-1294ken.apicerno@thermofisher.comorAffymetrix media:Mindy
Lee-Olsen, 408-731-5523mindy_lee-olsen@affymetrix.comorAffymetrix
investor:Doug Farrell, 408-731-5285doug_farrell@affymetrix.com
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