Thermo Fisher Says Origin's Offer Not Likely To Result In Superior Proposal

(RTTNews) - Responding to Origin Technologies' most recent proposal to acquire Affymetrix Inc. (AFFX), Thermo Fisher Scientific Inc. (TMO) said that it remains confident that origin technologies' proposal is not likely to result in a superior proposal.

Thermo Fisher noted that it fully expects that the Affymetrix board will promptly conclude that its transaction remains the only bona fide alternative for Affymetrix stockholders and, as contemplated by the terms of our merger agreement, will definitively recommend against the Origin Technologies proposal and in favor of the Thermo Fisher transaction prior to the upcoming stockholder meeting, and in any event, no later than April 1, 2016.

"In the event that we determine at any time that Affymetrix has made an adverse recommendation change or has not complied with the terms of our merger agreement, we will not hesitate to exercise our rights thereunder, including terminating the agreement and receiving the required termination fee," said Marc Casper, president and chief executive officer of Thermo Fisher Scientific.

Thermo Fisher noted that its transaction, which has been unanimously approved by both boards of directors, provides Affymetrix shareholders with a significant premium, is fully-financed, and received all required regulatory approvals.

In contrast, Origin Technologies has still not addressed the fundamental flaws of its proposal, which has remained from its first announcement highly contingent, uncertain and insufficient, Thermo Fisher said.

Earlier today, Affymetrix announced that its board determined that the new unsolicited merger proposal submitted by Origin Technologies Corporation, LLC on March 22, 2016, could reasonably be expected to lead to a Superior Proposal, as defined in Affymetrix' merger agreement with Thermo Fisher Scientific .

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.

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.

Previously, Origin Technologies Corp., LLC, a newly created entity owned by a group of former Affymetrix executives for the purpose of privatizing Affymetrix , increased its all-cash offer to buy Affymetrix to $17 per share.

Affymetrix said Sunday that it rejected a $16.10 per share acquisition bid from Origin Technologies Corp., and instead continueto recommend its previously planned merger with Thermo Fisher Scientific Inc.