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Thermo Fisher in Agreement with Affymetrix Board on Competing Offer
Wednesday 23 March 2016

23 March 2016 - US-based life science company Thermo Fisher Scientific Inc. (NYSE: TMO) issued a statement Tuesday in support of US-based gene testing company Affymetrix, Inc.'s (NASDAQ: AFFX) determination that an unsolicited bid from Origin Technologies does not constitute a superior proposal to Thermo's own agreed deal to buy Affymetrix.

In January, the boards of Thermo Fisher Scientific and Affymetrix agreed a deal under which Thermo Fisher's acquisition of Affymetrix for 14.00 per share in cash, the companies said.

This transaction represents a purchase price of approximately USD 1.3bn.

Origin Technologies submitted a proposal to acquire Affymetrix, Inc. for USD 16.10 per share in an all-cash transaction valued at approximately USD 1.5bn.

According to Origin Technologies, the proposal represents a 75% premium to Affymetrix' unaffected closing share price of USD 9.21 on the last trading day prior to the announcement of US-based life science company Thermo Fisher Scientific Inc.'s proposed acquisition of Affymetrix.

In a statement, Affymetrix said that its board, in reviewing the proposal, noted 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 USD 1.5bn in potential debt commitments.

Based on the analysis performed by Affymetrix' advisers, USD 1.5bn 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, the company said.

Accordingly, the Affymetrix Board of Directors 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.

Morgan Stanley is acting as financial advisor to Affymetrix, and Davis Polk and Wardwell LLP is serving as legal counsel.
Date Published: 23/03/2016
Target: Affymetrix Inc
Country: USA
Deal Size: 1.3bn (USD)
Sector: Biotechnology
Type: Corporate acquisition
Financing: Cash
Status: Agreed
Buyer: Thermo Fisher Scientific Inc
Buyer Advisor: JP Morgan , Wachtell, Lipton, Rosen and Katz