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
(Amendment No. )
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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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Soliciting Material Pursuant to §240.14a-12 |
Affymetrix, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than The Registrant)
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Press Release
Affymetrix Responds to Origin Proposal
SANTA CLARA, California, March 20, 2016. - Affymetrix Inc. (NASDAQ: AFFX) Affymetrix announced that it has reviewed the proposal made by Origin Technologies
Corporation, LLC (Origin) on March 18 for a transaction in which the stockholders of Affymetrix would receive $16.10 per share in cash. In reviewing the proposal, the Board of Directors notes that Origin appears to be a
newly-formed shell entity with no assets of which Affymetrix is aware, and whose sole source of funding for the proposed transaction is $1.5 billion in potential debt commitments. Based on the analysis performed by Affymetrix advisers, $1.5
billion falls materially short of the funds that would be required to complete the transaction, including the amounts required to be paid in respect of existing shares, employee equity arrangements, existing convertible notes and credit facility,
and anticipated transaction expenses, including a termination fee payable to Thermo Fisher Scientific Inc. (Thermo Fisher). Accordingly, the Affymetrix Board of Directors has concluded that the proposal does not constitute, and could not
reasonably be expected to lead to, a Superior Proposal (as defined in the merger agreement between Affymetrix and Thermo Fisher). As a result, Affymetrix is precluded by the terms of its merger agreement with Thermo Fisher from
negotiating with or providing information to Origin with respect to this proposal. In light of the funding shortfall, the Affymetrix Board has not considered other aspects of the Origin proposal.
We held preliminary discussions in the fall of 2015 with individuals who became principals and potential backers of Origin, and in November 2015 I
invited them to submit a written proposal if they had serious interest in a strategic transaction with Affymetrix, said Dr. Frank Witney, Chief Executive Officer and President of Affymetrix. We heard nothing
further from them for over four months until they announced their unsolicited proposal on March 18. The Board of Directors of Affymetrix is firmly committed to carrying out its fiduciary duties and maximizing value for our stockholders, while at the
same time complying with the customary provisions of our merger agreement with Thermo Fisher.
The Affymetrix Board continues to recommend to its
stockholders the adoption of the merger agreement with Thermo Fisher. As of this date, Affymetrix 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 is 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.
###
Media Contact:
Mindy Lee-Olsen, Vice President, Marketing Services
408-731-5523
mindy_lee-olsen@affymetrix.com
Investor Contact:
Doug Farrell, Vice President, Investor
Relations
408-731-5285
doug_farrell@affymetrix.com
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.
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