Affymetrix Rejects Rival Bid

Origin also stated that it was given only one business day to fund an escrow account. Affymetrix said the remedy of a $100 million reverse termination fee in case financing for Origin’s offer failed was inadequate weighed against the material risk of losing Thermo Fisher’s guaranteed stock premium. Thermo Fisher also alleged that the proposal would have faced approval by the US Committee on Foreign Investment in the US, as SummitView is a Chinese-backed entity. Origin was considering integrating Affymetrix with Centrillion Technologies, a genomics sequencing technology firm, which Dr. Zhou founded in 2009.

Palo Alto, CA 3/18/16; Santa Clara, CA 3/20/16; Waltham, MA 3/20/16; Palo Alto, CA 3/21/16; Palo Alto, CA 3/22/16; Waltham, MA 3/22/16; Santa Clara, CA 3/23/16; Santa Clara, CA 3/28/16; Palo Alto, CA 3/28/16; Waltham, MA 3/28/16; Waltham, MA 3/31/16—On March 31, Affymetrix shareholders approved Thermo Fisher Scientific’s offer to acquire the company for $14 per share (see IBO 1/15/16). The vote follows a rejection by the Affymetrix Board of an unsolicited offer from Origin Technologies, a newly formed company consisting of former Affymetrix executives. On March 18, Origin offered $16.10 per share for the firm, in addition to the termination fee, citing fully committed debt financing from SummitView Capital. Calling Origin a “shell entity relying on a vague and insufficient financing package from a Chinese firm,” Thermo Fisher urged Affymetrix shareholders to reject the offer. After Origin raised its offer to $17 per share on March 22, Affymetrix agreed to engage in discussions with the firm. But, on March 28, Affymetrix’s Board recommended against the offer, writing, “The Board evaluated the terms of the Origin Proposal against the terms of its agreement with Thermo Fisher on a risk-weighted basis. While the Board found the $3.00 per share premium offered in the Origin Proposal, taken by itself, to be attractive, after engaging with Origin, the Board found the risks in initiating and consummating a potential transaction with Origin outweighed the potential benefit of the higher offer from Origin.” Origin withdrew its offer on March 28, with Origin President Dr. Wei Zhou stating. “We disagree with Affymetrix’s assessment of the perceived risks of our proposal.”

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