Affymetrix Rejects Origin Tech Offer, Supports Thermo Fisher Scientific Merger

(RTTNews) - Affymetrix Inc. (AFFX) said Sunday that it rejected a $16.10 per share acquisition bid from Origin Technologies Corp., and instead continues to recommend its previously planned merger with Thermo Fisher Scientific Inc. (TMO ).

Origin's cash offer of $16.10 per share made on March 18 is inadequate. 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, Affymetrix said in a statement.

The Affymetrix Board of Directors has concluded that Origin's proposal does not constitute, and could not reasonably be expected to lead to, a "Superior Proposal". 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. We heard nothing further from them for over four months until they announced their unsolicited proposal on March 18," said Dr. Frank Witney, Chief Executive Officer and President of Affymetrix.

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.

Thermo Fisher in January agreed to buy Affymetrix for $14 per share in cash, more than 50 percent above its closing price before the offer was made public.

Thermo Fisher Chief Executive Officer Marc Casper, in a statement and letter to shareholders, said Sunday"that the Origin bid relies on "a vague and insufficient financing package from a Chinese firm" and, the Origin Proposal was unaccompanied by any proposed merger agreement, is subject to numerous contingencies, including the completion of due diligence and receipt of external financing from Chinese investors and banks, and has the strong potential for a prolonged - and likely unsuccessful - regulatory review, particularly as it relates to CFIUS. "