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Affymetrix Turns Back to Thermo Fisher, Reaffirms Commitment to Deal
Tuesday 29 March 2016

29 March 2016 - US-based gene testing company Affymetrix, Inc.'s (NASDAQ: AFFX) board of directors has determined that the unsolicited merger proposal submitted by Origin Technologies Corp., LLC on 22 March does not constitute a Superior Proposal, as defined in Affymetrix' merger agreement with Thermo Fisher Scientific Inc. (NYSE: TMO) and recommends against the Origin proposal, the company said.

Origin Technologies Corp., LLC is a newly created entity owned by a group of former Affymetrix executives, the company said.

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

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.

On 23 March, Affymetrix announced that the board determined the Origin Proposal could reasonably be expected to lead to a Superior Proposal.

Then, on 26 March, Origin indicated it was prepared to continue to move forward only on the basis of the terms set forth in its 22 March proposal, which contemplated a reverse termination fee of USD 100m, representing the maximum amount of recovery available to Affymetrix if Origin were unable to obtain financing.

Origin's financing is subject to obtaining certain regulatory approvals in China. In addition, the reverse termination fee would not be payable if a transaction with Origin were blocked by the Committee on Foreign Investment in the United States.

The Affymetrix board evaluated the terms of the Origin Proposal against the terms of its agreement with Thermo Fisher on a risk-weighted basis.

While the board found the USD 3.00 per share premium offered in the Origin Proposal, taken by itself, to be attractive, after engaging with Origin, the board found the risks to initiating and consummating a potential transaction with Origin outweighed the potential benefit of a higher offer from Origin.

Morgan Stanley is acting as financial advisor to Affymetrix, and Davis Polk and Wardwell LLP is serving as legal counsel.
Date Published: 29/03/2016
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
Affymetrix again rejects Origin Technologies overture, turns back to Thermo Fisher deal