- Strengthens Leadership in Biosciences
and Genetic Analysis
- Significantly Expands Portfolio of
Antibodies and Assays for High-Growth Flow Cytometry and
Single-Cell Biology Applications
- Adds Complementary Genetic Analysis
Products Serving Research, Clinical and Applied Markets
- Offers Opportunity to Leverage Thermo
Fisher’s Commercial and Geographic Scale
- Creates Attractive Financial Benefits;
Expected to be Immediately Accretive to Adjusted Earnings per Share
(EPS)
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 their boards of directors have unanimously approved Thermo
Fisher’s acquisition of Affymetrix for $14.00 per share in cash.
The transaction represents a purchase price of approximately $1.3
billion.
Affymetrix’s technologies enable parallel and multiplex analysis
of biological systems at the cellular, protein and genetic level,
facilitating the transition of research tools into clinical and
applied markets. The company’s products are used by customers
working in life sciences and translational research, molecular
diagnostics, reproductive health and agricultural biotechnology.
Based in Santa Clara, California, Affymetrix has approximately
1,100 employees worldwide and maintains sales and distribution
operations primarily in the U.S., Europe and Asia. The
business, which has annual revenues of approximately $350 million,
will be integrated into Thermo Fisher’s Life Sciences Solutions
Segment.
“The acquisition of Affymetrix will strengthen our leadership in
biosciences and create new market opportunities for us in genetic
analysis,” said Marc N. Casper, president and chief executive
officer of Thermo Fisher Scientific. “In biosciences, the company’s
antibody portfolio will significantly expand our offering in the
fast-growing flow cytometry market, and customers will have greater
access to these products through our global scale and commercial
reach. In genetic analysis, Affymetrix’s technologies are highly
complementary and present new opportunities for us in targeted
clinical and applied markets. For shareholders, we expect the
transaction to create value by generating attractive financial
returns, including immediate accretion to our adjusted EPS.”
Frank Witney, president and chief executive officer of
Affymetrix, said, “Joining Thermo Fisher creates significant value
for our customers, employees and shareholders. We will be able to
build on our strong history of close collaboration with customers
in our target markets by leveraging Thermo Fisher’s deep
relationships, particularly in biopharma, as well as their global
scale and leading presence in Asia-Pacific. We are excited about
the opportunity to combine our portfolios and strengthen our
position in high-growth markets such as single-cell biology,
reproductive health and AgBio. Our employees will benefit by being
part of an industry-leading company, which brings many
opportunities for career growth and development. We look forward to
working closely with the Thermo Fisher team to ensure a smooth
transition and integration.”
Casper concluded, “We’re pleased to welcome our new colleagues
from Affymetrix to Thermo Fisher. Frank Witney and the entire
Affymetrix team have done a great job of strengthening the
business, and we’re excited about the opportunity to leverage
Thermo Fisher’s scale and depth of capabilities to build on that
momentum and accelerate growth.”
Benefits of the Transaction
- Significantly Expands Antibody
Portfolio to Strengthen Leadership in Biosciences. Affymetrix’s
eBioscience offering for cellular analysis will enhance Thermo
Fisher’s leading biosciences capabilities. Specifically, the
company specializes in a range of antibodies, multiplex RNA, and
protein and single-cell assays. These technologies serve the
fast-growing flow cytometry market segment as well as new
high-growth applications including single-cell biology,
immunotherapy and infectious disease research.
- Adds Genetic Analysis Capabilities
Serving Clinical and Applied Markets. Affymetrix adds
complementary products in genetic analysis that are used in
cytogenetics, genotyping and gene expression. The company’s
innovative microarray platform will strengthen Thermo Fisher’s
presence in certain clinical and applied markets, including
reproductive health and agricultural biotechnology.
- Offers Opportunity to Leverage
Commercial and Geographic Scale. Affymetrix will benefit from
Thermo Fisher’s access to the biopharma industry through its unique
customer value proposition, as well as its world-class e-commerce
capabilities and extensive customer channels. Thermo Fisher will
also significantly extend the geographic reach of Affymetrix’s
products by leveraging its market presence and infrastructure in
Asia-Pacific, particularly China.
- Creates Attractive Financial
Benefits. The transaction is expected to be immediately
accretive to Thermo Fisher’s adjusted EPS1, adding $0.10 of
accretion in the first full year of ownership. Thermo Fisher
expects to realize total synergies of approximately $70 million by
year three following the close, consisting of approximately $55
million of cost synergies and approximately $15 million of adjusted
operating income1 benefit from revenue-related synergies.
Approvals and Close
The transaction, which is expected to be completed by the end of
the second quarter of 2016, is subject to the approval of
Affymetrix shareholders and the satisfaction of customary closing
conditions, including applicable regulatory approvals. Thermo
Fisher intends to use cash on hand and short-term debt to finance
the transaction.
Advisors
JP Morgan is acting as financial advisor to Thermo Fisher, and
Wachtell, Lipton, Rosen & Katz is serving as legal counsel.
Morgan Stanley is acting as financial advisor to Affymetrix, and
Davis, Polk & Wardwell LLP is serving as legal counsel.
Use of Non-GAAP Financial Measures
In addition to financial measures prepared in accordance with
generally accepted accounting principles (GAAP), we use the
non-GAAP financial measures adjusted operating income and adjusted
earnings per share. Adjusted operating income excludes
restructuring and other costs/income and amortization of
acquisition-related intangible assets. Adjusted earnings per share
also excludes certain other gains and losses, tax
provisions/benefits related to the previous items, benefits from
tax credit carryforwards, the impact of significant tax audits or
events and discontinued operations. We exclude the above items
because they are outside of our normal operations and/or, in
certain cases, are difficult to forecast accurately for future
periods. We believe that the use of non-GAAP measures helps
investors to gain a better understanding of our core operating
results and future prospects, consistent with how management
measures and forecasts the company's performance, especially when
comparing such results to previous periods or forecasts.
About Thermo Fisher
Thermo Fisher Scientific Inc. (NYSE:TMO) is the world leader in
serving science, with revenues of $17 billion and approximately
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 non-profit 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
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, Affymetrix’s
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 Fisher’s 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 Fisher’s website under the heading
“SEC Filings” and in other documents Thermo Fisher files with the
SEC, and in Affymetrix’s 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 Affymetrix’s
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 Fisher’s or Affymetrix’s 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 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 (when available) at
Affymetrix’s website at investor.Affymetrix.com or by contacting
Affymetrix’s 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 Affymetrix’s
stockholders with respect to the merger. Information about
Affymetrix’s directors and executive officers and their ownership
of Affymetrix’s common stock is set forth in the proxy statement
for Affymetrix’s 2015 Annual Meeting of Stockholders and
Affymetrix’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2014. 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’s
directors and executive officers in the merger, which may be
different than those of Affymetrix’s stockholders generally, by
reading the proxy statement and other relevant documents regarding
the merger, which will be filed with the SEC.
1 Adjusted earnings per share and adjusted operating income are
non-GAAP measures that exclude certain items detailed later in this
press release under the heading “Use of Non-GAAP Financial
Measures.”
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version on businesswire.com: http://www.businesswire.com/news/home/20160108005915/en/
Thermo FisherMedia Contact Information:Karen Kirkwood,
781-622-1306karen.kirkwood@thermofisher.comwww.thermofisher.comInvestor
Contact Information:Ken Apicerno,
781-622-1294ken.apicerno@thermofisher.comorAffymetrixMedia Contact
Information:Mindy Lee-Olsen,
408-731-5523mindy_lee-olsen@affymetrix.comInvestor Contact
Information:Doug Farrell,
408-731-5285doug_farrell@affymetrix.com
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