Industry news
Affymetrix Inc. rejects offer from Origin Technologies and recommends offer from Thermo Fisher
Affymetrix Inc. announced that it has reviewed the proposal made by Origin Technologies Corporation, LLC 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. 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. The Affymetrix Board continues to recommend to its stockholders the adoption of the merger agreement with Thermo Fisher