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
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Filed by
a party other than the Registrant
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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)
(Name of Person(s) Filing Proxy Statement, if Other Than The Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Aggregate number of securities to which transaction applies:
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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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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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Date Filed:
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Affymetrix to Engage in Discussions with Origin Technologies
Board of Directors Continues to Recommend Shareholder Approval of Merger with Thermo Fisher Scientific
SANTA CLARA, Calif.Mar. 23, 2016Affymetrix, Inc. (NASDAQ: AFFX, Affymetrix or the Company) today announced that the
Companys Board of Directors has informed Origin Technologies Corporation, LLC (Origin) that the Company will engage in discussions with Origin regarding its unsolicited merger proposal submitted on March 22, 2016 to acquire the
Company for $17.00 per share in an all-cash transaction.
Affymetrix has communicated to Origin and its representatives that the following key
deliverables are critical to the Companys evaluation of the Origin proposal:
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Drafts of a merger agreement and other transaction documents containing the specific terms of the Origin proposal;
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Complete copies of certain funding and financing documents; and
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Details on Origins plans to obtain all regulatory approvals that are required or will be sought, including CFIUS approval.
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The Affymetrix Board continues to recommend that its stockholders vote in favor of the adoption of the merger agreement with Thermo Fisher Scientific Inc.
(NYSE: TMO, Thermo Fisher). There can be no assurance as to the outcome of any discussions with Origin.
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 SECs 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 Fishers directors and executive officers is set forth in the proxy statement for Thermo Fishers 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.
# # #
Investor Contact:
Doug Farrell, Vice President, Investor Relations
408-731-5285
doug_farrell@affymetrix.com
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