Affymetrix to Consider Revised Origin Offer

March 23, 2016

Affymetrix said today it will postpone consideration of Thermo Fisher Scientific’s $1.3 billion acquisition offer for a week while considering a revised offer made for the company yesterday by Origin Technologies.

Affymetrix’s board continued today to recommend the Thermo Fisher offer, and added that it was not recommending the rival proposal by Origin, a new entity created by a group of former Affymetrix executives.

But in a statement, Affymetrix’s board acknowledged that Origin’s revised nearly $1.6 billion proposal “could reasonably be expected to lead to” a superior proposal that the board is obligated to consider, according to terms of its merger agreement with Thermo Fisher.

As a result, the board said, it would convene its scheduled March 24 special meeting, set to consider approval of Affymetrix’s acquisition by Thermo Fisher—but will adjourn the meeting a week, until March 31 at 9 a.m. PT at Affymetrix’s offices in Santa Clara, CA.

Affymetrix stockholders of record as of the close of business on February 18 are entitled to vote at the special meeting.

Origin on Friday originally made a $16.10 per share, all-cash or $1.5 billion unsolicited offer for Affymetrix on Friday—above the $14 per share or $1.3 billion offer announced by Thermo Fisher Scientific in January for Affymetrix.

On Sunday, Affymetrix’s board rebuffed Origin, dismissing it as a new “shell entity with no assets of which Affymetrix is aware.”

While Origin initially responded by standing by its offer, the would-be suitor sweetened its proposal yesterday by raising it to $17 per share, increasing to $100 million its reverse termination fee, and promising to include a “hell or high water” provision in the merger agreement obligating Origin to “take any and all actions required to obtain regulatory approvals, in the event they are required.”

“We are not asking you to terminate your existing merger agreement with Thermo at this point in time,” Origin stated in a letter to Affymetrix’s board. “Rather, we are asking you to comply with your fiduciary duties to your stockholders by engaging with us on our offer.”

Origin's offer for Affymetrix has sparked a letter by U.S. Rep. Jackie Speier (D-CA)  to Secretary of the Treasury Jacob (Jack) Lew requesting that his department review the proposal. Speier contended in her letter that Origin's source of debt financing, SummitView Capital, raised its funds in partnership with the government of China, posing what the Congresswoman said was a potential risk to national security.

On Monday, Origin sent a letter to Affymetrix's board stating in part that it was "fully committed to cooperating with" the Committee on Foreign Investment in the United States, an inter-agency panel of the federal government that is authorized to review transactions that could result in control of a U.S. business by a foreign person, "to ensure the Committee receives all relevant information for its consideration."

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