Affymetrix Determines Unsolicited Proposal from Origin Technologies Could Lead to Superior Proposal; Adjourns Special Stockho...
24 March 2016 - 12:20AM
Business Wire
The Affymetrix Board continues to recommend
the merger with Thermo Fisher
Affymetrix, Inc. (NASDAQ:AFFX, “Affymetrix” or the “Company”)
today announced that the Company’s Board of Directors, in
consultation with its legal and financial advisors, has determined
that the new unsolicited merger proposal submitted by Origin
Technologies Corporation, LLC (“Origin”) on March 22, 2016, could
reasonably be expected to lead to a Superior Proposal, as defined
in Affymetrix’ merger agreement with Thermo Fisher Scientific Inc.
(NYSE:TMO, “Thermo Fisher”), and that failure to engage with Origin
on its merger proposal could reasonably be expected to be
inconsistent with the Board’s duties under Delaware law.
Accordingly, the Special Meeting of Stockholders scheduled for
March 24, 2016, to consider approval of the merger agreement with
Thermo Fisher and related matters, will be convened and immediately
adjourned without a vote on any proposal and will reconvene on
March 31, 2016, at 9:00 a.m. local time, at the offices of
Affymetrix, Inc. at 3380 Central Expressway, Santa Clara,
California 95051. Affymetrix stockholders of record as of the close
of business on February 18, 2016, are entitled to notice of, and to
vote at, the special meeting.
The Affymetrix Board continues to recommend that its
stockholders vote in favor of the adoption of the merger agreement
with Thermo Fisher. Affymetrix has not determined that the Origin
proposal is in fact a Superior Proposal for purposes of the merger
agreement with Thermo Fisher and 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 and Richards, Layton & Finger, PA
are 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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Investor Contact:Affymetrix, Inc.Doug Farrell,
408-731-5285Vice President, Investor
Relationsdoug_farrell@affymetrix.com
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