Origin Stands By $1.5B Offer for Affymetrix Despite Board Rebuff

March 21, 2016

Origin Technologies said today its unsolicited offer to acquire Affymetrix for approximately $1.5 billion still stands despite a rebuff yesterday from Affymetrix’s board.

Origin, a new entity created by a group of former Affymetrix executives, disclosed its all-cash offer on Friday. At $16.10 per share, Origin’s proposal exceeds the $14 per share or $1.3 billion offer announced by Thermo Fisher Scientific in January for Affymetrix—whose board still favors the Thermo Fisher offer.

“Our highly compelling offer provides an opportunity for Affymetrix stockholders to realize additional value through a significantly more attractive premium than the proposed transaction with Thermo Fisher, and we are confident in our ability to close our transaction expeditiously,” Origin said in a statement.

Origin’s offer represents a 75% premium to Affymetrix’ closing share price of $9.21 on January 8, the day Thermo Fisher announced plans to acquire Affymetrix. The proposal also gives Affymetrix shareholders a 15% premium over the company’s deal with Thermo Fisher, according to Origin.

In rebuffing Origin, Affymetrix dismissed the potential suitor as a new “shell entity with no assets of which Affymetrix is aware.”

Affymetrix confirmed it held “preliminary discussions” last fall with people who became principals in Origin.

“In November 2015 I invited them to submit a written proposal if they had serious interest in a strategic transaction with Affymetrix,” Affymetrix CEO and President Frank Witney, Ph.D., said yesterday in a company statement. “We heard nothing further from them for over four months until they announced their unsolicited proposal on March 18.”

Affymetrix also asserted that that the $1.5 billion offered by Origin “falls materially short of the funds that would be required to complete the transaction.”

Affymetrix didn’t state its projected cost of a deal with Origin, but said the price would go beyond payments for existing shares to include “employee equity arrangements, existing convertible notes and credit facility, and anticipated transaction expenses”—including the termination fee it would have to pay Thermo Fisher for killing their deal.

The Affymetrix board said Origin’s proposal was not a “superior proposal” to Thermo Fisher’s—a designation that according to Affymetrix would have allowed it to negotiate or provide information to Origin.

Origin stated Friday that its offer was fully financed, and that it secured fully committed debt financing from private equity firm SummitView Capital for the total cost of the deal, including termination fee.

Origin also disclosed that after completing the deal it seeks with Affymetrix, it had the option of combining with Centrillion Technology Holdings, a Palo Alto, CA–based genomic technologies company founded in 2009 by Origin’s president, Wei Zhou, Ph.D., J.D.

“Centrillion’s work is supported by a new generation of sequencing-compatible DNA chips, which combine the high density of first-generation chips with the high-quality probes of more recent innovations, all in one affordable and scalable model,” Origin stated. “The two companies would be well-positioned to build share in a $46 billion worldwide genomics market opportunity covering clinical lab, academic research, agriculture and environment, and precision medicine.”