Affymetrix Determines Unsolicited Proposal from Origin Technologies Could Lead to Superior Proposal; Adjourns Special Stockholder Meeting on Thermo Fisher Scientific Merger Vote until March 31, 2016
By a News Reporter-Staff News Editor at Biotech Business Week -- Affymetrix, Inc. (NASDAQ:AFFX, "Affymetrix" or the "Company") announced that the Company's Board of Directors, in consultation with its legal and financial advisors, has determined that the new unsolicited merger proposal submitted by Origin Technologies Corporation, LLC ("Origin") on March 22, 2016, could reasonably be expected to lead to a Superior Proposal, as defined in Affymetrix' merger agreement with Thermo Fisher Scientific Inc. (NYSE:TMO, "Thermo Fisher"), and that failure to engage with Origin on its merger proposal could reasonably be expected to be inconsistent with the Board's duties under Delaware law. Accordingly, the Special Meeting of Stockholders scheduled for March 24, 2016, to consider approval of the merger agreement with Thermo Fisher and related matters, will be convened and immediately adjourned without a vote on any proposal and will reconvene on March 31, 2016, at 9:00 a.m. local time, at the offices of Affymetrix, Inc. at 3380 Central Expressway, Santa Clara, California 95051. Affymetrix stockholders of record as of the close of business on February 18, 2016, are entitled to notice of, and to vote at, the special meeting (see also Biotechnology Companies).
The Affymetrix Board continues to recommend that its stockholders vote in favor of the adoption of the merger agreement with Thermo Fisher. 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 and Wardwell LLP and Richards, Layton and 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 SEC's 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 email@example.com.
Keywords for this news article include: Mergers, Acquisitions, Legal Issues, Affymetrix Inc., Investment and Finance, Biotechnology Companies.
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