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
Filed by the Registrant
¨
Filed by a Party other than the Registrant
x
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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
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AFFYMETRIX, INC.
(Name of Registrant as Specified in Its Charter)
Origin Technologies Corporation,
LLC
(Name of Person(s) Filing Proxy Statement,
if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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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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(4)
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Proposed maximum aggregate value of transaction:
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Date Filed:
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ORIGIN SIGNIFICANTLY ENHANCES ALL-CASH OFFER
FOR AFFYMETRIX
RAISES OFFER PRICE TO $17.00 PER SHARE
INCREASES REVERSE TERMINATION FEE TO $100
MILLION
REITERATES INCLUSION OF “HELL OR HIGH
WATER” PROVISION TO CONSUMMATE ACQUISITION
Palo Alto, CA – March 22, 2016 –
Origin Technologies
Corporation, LLC (“Origin”), a newly created entity owned by a group of former Affymetrix executives for the purpose
of privatizing Affymetrix, Inc. (“Affymetrix”, NASDAQ: AFFX), today announced that it has submitted a revised proposal
to the Affymetrix Board of Directors, increasing the value of its all-cash offer for Affymetrix to $17.00 per share. This increased
offer represents an 84.6% premium to Affymetrix’ unaffected closing share price of $9.21 on the last trading day prior to
the announcement of Thermo Fisher Scientific Inc.’s (“Thermo”, NYSE: TMO) proposed acquisition of Affymetrix,
and offers Affymetrix stockholders a 21.4% premium relative to Affymetrix’ proposed transaction with Thermo, under which
Affymetrix stockholders would receive only $14.00 per share in cash.
Origin has also agreed to increase the size of its reverse termination
fee to $100 million. Origin further reiterated its intention to include a “hell or high water” provision in the merger
agreement obligating itself to take any and all actions required to obtain regulatory approvals, in the event they are required.
The terms of Origin’s revised offer for Affymetrix are otherwise
identical to the offer Origin submitted to the Affymetrix Board on March 18, 2016.
The full text of the letter sent by Origin
to Affymetrix on March 22, 2016 is as follows:
March 22, 2016
VIA DELIVERY AND EMAIL
Board of Directors of Affymetrix, Inc.
Affymetrix, Inc.
3420 Central Expressway
Santa Clara, CA 95051
Members of the Board of Directors:
I am writing to you to inform you that Origin Technologies Corporation,
LLC ("Origin") has significantly enhanced the terms of our proposal to acquire all of the outstanding shares of Affymetrix,
Inc. (the "Company"). We are now prepared to offer $17.00 per share in cash, which represents a 84.6% premium to Affymetrix’
unaffected closing share price of $9.21 on the last trading day prior to the announcement of Thermo Fisher Scientific Inc.’s
(“Thermo”) proposed acquisition of Affymetrix, and offers Affymetrix stockholders a 21.4% premium relative to Affymetrix’
proposed transaction with Thermo, under which Affymetrix stockholders would receive only $14.00 per share in cash.
Further, in order to provide you an added level of assurance that
we are fully committed to the transaction and to demonstrate our confidence in our ability to satisfy our financial obligations,
we are prepared to increase the size of our reverse termination fee to $100,000,000. Importantly, this reverse termination fee
will be supported by a letter of credit. And as we mentioned in our letter yesterday afternoon, we are very confident in our ability
to secure any regulatory approvals should they be required and are prepared to agree to include a “hell or high water”
provision in the merger agreement under which we will agree take any and all actions required to obtain regulatory approvals should
they be required.
We strongly urge you to take the time needed to closely study and
consider our proposal. Importantly, we are not asking you to terminate your existing merger agreement with Thermo Fisher Scientific,
Inc. (“Thermo”) at this point in time. Rather, we are asking you to comply with your fiduciary duties to your stockholders
by engaging with us on our offer which, given its significant, fully financed premium to Thermo’s existing offer, you must
reasonably conclude
could
reasonably be expected to lead to a superior proposal.
By delaying your March 24, 2016 Special Meeting of Stockholders,
you have the opportunity to explore this compelling opportunity to create additional value for your stockholders above and beyond
the Thermo transaction. We urge you to take this approach so that, for the benefit of your stockholders, we can allay any concerns
you may have with respect to our proposal. Once you engage with us and we are able to share confidential information, we are prepared
to provide additional details regarding our financial resources that we are highly confident you will find compelling.
In addition, once we establish communication with the board, we
would be willing to entertain creative solutions to achieve a win, win, win solution for all parties while at the same time maximizing
stockholder value.
As you know, a decision to postpone the meeting is not a vote against
the existing merger; it is, rather, a decision to allow the Affymetrix board an opportunity to comply with its fiduciary duties
and engage with Origin to consider its superior proposal.
We look forward to your prompt reply.
Sincerely yours,
/s/ Wei Zhou
Wei Zhou
President
Origin Technologies Corporation, LLC
Marc
h
2
2,
2016
Af
f
y
metrix,
Inc.
3420
Cent
r
al
Expr
e
ss
wa
y
Santa
Clara,
CA
9
5051
Re:
Acqui
s
ition
F
inan
c
ing
Ladies
and
Gentl
e
men:
Jiaxin
g
T
opVie
w
Inve
s
t
m
e
n
t
Par
t
nershi
p
LL
P
(“
TopVie
w
”),
a
f
ina
n
cing
consor
t
i
u
m
l
e
d
b
y
S
u
mmitVi
e
w
Cap
i
tal
(
“
S
u
m
m
i
t
Vie
w
”),
is
pleased to
provide y
o
u
w
ith
this
letter con
f
ir
m
ing our in
t
ent
t
o provide acquisi
t
ion
f
inancing
to Origin Te
ch
nologies Cor
p
oratio
n
,
LLC (the
“
C
o
m
p
a
n
y
”)
to support the acq
u
isit
i
on
b
y
the
Co
m
pa
n
y
of Af
f
ymetrix, Inc. (the “
Transact
i
on
”).
TopView
inten
ds
to
provide
a
total
a
m
o
u
nt
of
$
2
,000,0
0
0,000
of
f
inancing
(the
“
Financi
n
g
”)
at
closi
n
g
to
support
the T
r
ans
a
ction.
It
is
antici
p
at
e
d
that
To
p
View
will
be
capital
i
zed
with
a
c
o
m
b
ination
of (i) an
equi
t
y con
t
ribut
i
o
n
f
rom
S
u
mmitView
a
ff
iliated inves
t
m
ent
f
und(s)
a
nd
f
rom
Zhejiang United
Inves
t
ment Group
(“
Z
U
I
G
”)
of
$850,000
,
000 in t
h
e aggregate and (ii)
d
e
bt
f
inancing
f
r
o
m
C
h
ina Mer
c
hants Bank, Shanghai P
u
dong
De
v
elo
p
m
ent
Ba
n
k and the Expor
t
-
I
m
po
r
t
Bank
o
f China, with wh
o
m we have
bi
n
ding avai
l
able re
v
olving
credit
f
acilities, of $1,150
,
00
0
,000
in the agg
r
egate (however, if that debt
f
inancing
or
t
he
e
quity
fi
nancing
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rom
ZUIG is not ava
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lable
f
or any reason,
S
u
mmitVi
e
w is prepared and able
t
o
p
r
ovide the
f
ull $2,000,
00
0,000
of Financing).
W
e
m
ay
f
urth
e
r
sy
n
d
i
cate a portion of the
f
oregoing
equity c
o
m
m
itment
t
o
ot
h
er lar
g
e inves
t
m
ent
f
unds
with wh
o
m we have re
l
atio
n
ships
and we
m
ay
f
urt
h
er
arrange
a
ddition
a
l credit
f
acilities
to cov
e
r
all or a
portion
of the
f
oregoing
f
inancing
f
rom
o
ne
or
m
ore
l
a
rge
f
inancial institutions
w
ith
wh
o
m we have re
l
ationships, but To
p
Vi
e
w
will in
a
ny e
v
ent remain respo
n
sible
f
or
the
f
ull a
m
ount of the Financing.
T
o
pView intends to execute a binding
f
unding
c
o
m
m
i
t
ment
lett
e
r with all
f
und providers
f
or
the
f
ull a
m
ount of the Financing no
l
ater
th
a
n the d
a
te on which a de
f
initive
m
e
r
ger
a
g
re
e
m
ent
is exec
u
ted between the C
o
mpany and
A
f
fy
m
etri
x
.
To
p
View also inten
d
s to enter into a
binding note purchase agre
e
m
e
nt
w
i
th the C
o
m
p
any
f
or
the
f
ull
a
m
ount
of the Fi
n
ancing
n
o
lat
e
r
th
a
n
the date on which a d
ef
initive
m
erger
a
g
re
e
ment is executed bet
w
e
e
n
the C
o
m
pany a
n
d
Affymetrix. Each of the
f
unding c
o
m
m
i
t
m
e
nt
letter and
t
he note purchase agr
ee
m
ent
would provide t
h
ird pa
rt
y en
f
orc
e
m
ent
sta
t
us
t
o the C
o
m
pany
and A
f
f
y
m
e
trix
and the right to speci
f
ic per
f
or
m
an
c
e
thereo
f
. The
m
a
ter
i
al
te
r
m
s of each of the
f
unding
commi
t
m
e
n
t
letter and the note pu
r
chase agre
e
m
ent
h
a
ve been
f
ul
l
y
n
egotiat
e
d
between us and the C
o
m
pany
a
s
of the date of
this letter.
上海市浦东陆家嘴东方路
1
8
号
保利大厦
E
座
1
1
0
1
室,邮编
:
20
0
1
2
0
1
8
D
on
g
f
a
n
g
Ro
a
d
,
P
o
ly
P
la
z
a
,
Buil
d
i
n
g
E,
S
u
i
te
1
1
01
,
P
u
d
on
g
D
i
strict,
S
h
a
n
g
h
a
i
2
0
0
1
2
0
,
P
. R.
Ch
i
n
a
电话
/
T
e
l:
+
86
-
2
1
-
5
0
8
01
7
2
5
传
真
/F
a
x
:
+
86
-
2
1
-
6
8
8
1
6
0
1
2
S
u
m
m
it
V
iew
has
been
operating
f
or
f
ive
y
ears
and
current
l
y
man
a
g
e
s
t
en
inves
t
ment
f
unds with
a
total
of
m
ore
t
h
a
n
$
3
,000,0
0
0,000
u
n
d
e
r
m
a
n
ag
e
m
en
t
.
S
u
mmitView has
been
t
he lead
equ
i
t
y
i
nvestor in
m
ore than 30 transa
c
tions
s
i
nce 2011 and current
l
y h
a
s
equi
t
y inves
t
m
en
t
s
in
m
ore
than
70
port
f
olio
c
o
m
p
anies.
S
u
mmitVi
e
w also
has
undra
w
n revolving credit lines
of approx
i
m
at
e
l
y
$
7
,000,000,
0
00. S
u
m
m
itView
'
s
inv
e
s
t
m
ent
pro
f
essionals in China are located in Bei
j
ing,
Shanghai, Shenz
h
en,
Z
hejiang a
n
d
Jian
g
su Province a
n
d also
h
a
s
i
nves
t
m
ent
pro
f
essiona
l
s in Cali
f
ornia.
W
e
a
re
pleas
e
d
to
con
fi
rm
that
we
h
ave
recei
v
ed
approval
f
r
o
m
our
i
nves
t
m
ent
co
m
m
it
t
ee
t
o
delive
r
t
hi
s
lette
r
t
o
y
ou
.
If
y
ou have a
n
y
quest
i
ons
rega
r
ding
our cap
a
bilities or
i
n
terest
in
t
h
i
s
Trans
a
ction, please
f
eel
f
ree
to
contact
the
unders
i
gned
direct
l
y
at
+86-
1
391-15
7
-0151.
W
e
hope
that
this
lette
r
su
ff
icient
l
y
c
o
n
ve
y
s
t
o
y
o
u
ou
r
int
e
res
t
i
n
th
e
Tr
a
ns
a
ction.
W
e
look
f
orward
to
w
o
rking
with
y
o
u
on
this
T
ransacti
o
n.
Sincere
l
y
,
Jiaxin
g
T
o
p
V
ie
w
In
ve
s
t
m
en
t
Pa
r
tnershi
p
L
L
P
B
y
:
____________________________
N
a
m
e:
Fe
n
g
Li
General
Par
t
ner
S
u
m
m
i
t
V
iew
Capital
B
y
:
____________________________
N
a
m
e:
Fe
n
g
Li
Foundin
g
Partn
er
Copy
t
o
:
Origin
T
echno
l
ogies
C
orporatio
n
,
LLC
上海市浦东陆家嘴东方路
1
8
号
保利大厦
E
座
1
1
0
1
室,邮编
:
20
0
1
2
0
1
8
D
on
g
f
a
n
g
Ro
a
d
,
P
o
ly
P
la
z
a
,
Buil
d
i
n
g
E,
S
u
i
te
1
1
0
1
,
P
u
d
on
g
D
i
strict,
S
h
a
n
g
h
a
i
2
0
0
1
2
0
,
P
. R.
Ch
i
n
a
电话
/
T
e
l:
+
86
-
2
1
-
5
0
8
01
7
2
5
传
真
/F
a
x
:
+
86
-
2
1
-
6
8
8
1
6
0
1
2
About Origin
Origin Technologies Corporation, LLC is owned by a group of former
Affymetrix executives, who share a passion and vision for advancing genomics for precision medicine and other critical applications.
The entity was formed for the specific purpose of privatizing Affymetrix. Covington & Burling LLP is acting as legal advisor
to Origin in connection with the proposed transaction. For more information, please visit http://origin.acquisitionproposal.com.
Important Additional Information
Origin, Origin’s directors and executive officers and SummitView
may be deemed, under rules of the Securities and Exchange Commission (“SEC”), to be participants in the solicitation
of proxies from Affymetrix stockholders in connection with a potential acquisition transaction. Additional information regarding
the interests of these participants in any solicitation of proxies and a description of their direct and indirect interests, by
security holdings or otherwise, will be included in any proxy statement and other relevant materials to be filed with the SEC if
and when they become available. Affymetrix stockholders are urged to read the proxy statement and other documents filed with the
SEC in their entirety if and when they become available because they will contain important information about the transaction.
Affymetrix stockholders will be able to obtain free copies of these documents (when available) and other documents filed with the
SEC by the Company through the website maintained by the SEC at www.sec.gov.
Cautionary Statement
Statements about the expected timing, financial impact and effects
of the proposed transaction, and other statements in this press release that are not historical facts, are forward-looking statements
made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements involve risks
and uncertainties that could cause actual results to differ materially from such forward-looking statements. Such risks and uncertainties
include the actual timing of the closing of the acquisition, the satisfaction of the conditions to closing in the acquisition agreement,
any termination of the acquisition agreement and Origin’s potential combination with Centrillion. You are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of the date such statements are made. We do not undertake
any obligation to update any forward-looking statements to reflect events, circumstances or new information after the date hereof,
except as required by law.
Contacts
Media and Investors:
Sard Verbinnen & Co
Megan Bouchier/David Isaacs
415-618-8750
Origin-SVC@sardverb.com
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