AFFX Affymetrix, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

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AFFYMETRIX, INC.

(Name of Registrant as Specified in Its Charter)

Origin Technologies Corporation, LLC

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

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ORIGIN SIGNIFICANTLY ENHANCES ALL-CASH OFFER FOR AFFYMETRIX

 

RAISES OFFER PRICE TO $17.00 PER SHARE

 

INCREASES REVERSE TERMINATION FEE TO $100 MILLION

 

REITERATES INCLUSION OF “HELL OR HIGH WATER” PROVISION TO CONSUMMATE ACQUISITION

 

Palo Alto, CA – March 22, 2016 – Origin Technologies Corporation, LLC (“Origin”), a newly created entity owned by a group of former Affymetrix executives for the purpose of privatizing Affymetrix, Inc. (“Affymetrix”, NASDAQ: AFFX), today announced that it has submitted a revised proposal to the Affymetrix Board of Directors, increasing the value of its all-cash offer for Affymetrix to $17.00 per share. This increased offer represents an 84.6% premium to Affymetrix’ unaffected closing share price of $9.21 on the last trading day prior to the announcement of Thermo Fisher Scientific Inc.’s (“Thermo”, NYSE: TMO) proposed acquisition of Affymetrix, and offers Affymetrix stockholders a 21.4% premium relative to Affymetrix’ proposed transaction with Thermo, under which Affymetrix stockholders would receive only $14.00 per share in cash.

 

Origin has also agreed to increase the size of its reverse termination fee to $100 million. Origin further reiterated its intention to include a “hell or high water” provision in the merger agreement obligating itself to take any and all actions required to obtain regulatory approvals, in the event they are required.

 

The terms of Origin’s revised offer for Affymetrix are otherwise identical to the offer Origin submitted to the Affymetrix Board on March 18, 2016.

 

The full text of the letter sent by Origin to Affymetrix on March 22, 2016 is as follows:

 

March 22, 2016

 

VIA DELIVERY AND EMAIL

 

Board of Directors of Affymetrix, Inc.

Affymetrix, Inc.

3420 Central Expressway

Santa Clara, CA 95051

 

Members of the Board of Directors:

 

I am writing to you to inform you that Origin Technologies Corporation, LLC ("Origin") has significantly enhanced the terms of our proposal to acquire all of the outstanding shares of Affymetrix, Inc. (the "Company"). We are now prepared to offer $17.00 per share in cash, which represents a 84.6% premium to Affymetrix’ unaffected closing share price of $9.21 on the last trading day prior to the announcement of Thermo Fisher Scientific Inc.’s (“Thermo”) proposed acquisition of Affymetrix, and offers Affymetrix stockholders a 21.4% premium relative to Affymetrix’ proposed transaction with Thermo, under which Affymetrix stockholders would receive only $14.00 per share in cash.

 

Further, in order to provide you an added level of assurance that we are fully committed to the transaction and to demonstrate our confidence in our ability to satisfy our financial obligations, we are prepared to increase the size of our reverse termination fee to $100,000,000. Importantly, this reverse termination fee will be supported by a letter of credit. And as we mentioned in our letter yesterday afternoon, we are very confident in our ability to secure any regulatory approvals should they be required and are prepared to agree to include a “hell or high water” provision in the merger agreement under which we will agree take any and all actions required to obtain regulatory approvals should they be required.

 

 

 

We strongly urge you to take the time needed to closely study and consider our proposal. Importantly, we are not asking you to terminate your existing merger agreement with Thermo Fisher Scientific, Inc. (“Thermo”) at this point in time. Rather, we are asking you to comply with your fiduciary duties to your stockholders by engaging with us on our offer which, given its significant, fully financed premium to Thermo’s existing offer, you must reasonably conclude could reasonably be expected to lead to a superior proposal.

 

By delaying your March 24, 2016 Special Meeting of Stockholders, you have the opportunity to explore this compelling opportunity to create additional value for your stockholders above and beyond the Thermo transaction. We urge you to take this approach so that, for the benefit of your stockholders, we can allay any concerns you may have with respect to our proposal. Once you engage with us and we are able to share confidential information, we are prepared to provide additional details regarding our financial resources that we are highly confident you will find compelling.

 

In addition, once we establish communication with the board, we would be willing to entertain creative solutions to achieve a win, win, win solution for all parties while at the same time maximizing stockholder value.

 

As you know, a decision to postpone the meeting is not a vote against the existing merger; it is, rather, a decision to allow the Affymetrix board an opportunity to comply with its fiduciary duties and engage with Origin to consider its superior proposal.

 

We look forward to your prompt reply.

 

 

Sincerely yours,

 

 

 

/s/ Wei Zhou

Wei Zhou

President

Origin Technologies Corporation, LLC

 

 

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Marc h 2 2, 2016

 

 

 

Af f y metrix, Inc.

3420 Cent r al Expr e ss wa y Santa Clara, CA 9 5051

 

 

Re: Acqui s ition F inan c ing

 

Ladies and Gentl e men:

 

Jiaxin g T opVie w Inve s t m e n t Par t nershi p LL P (“ TopVie w ”), a f ina n cing consor t i u m l e d b y S u mmitVi e w Cap i tal ( “ S u m m i t Vie w ”), is pleased to provide y o u w ith this letter con f ir m ing our in t ent t o provide acquisi t ion f inancing to Origin Te ch nologies Cor p oratio n , LLC (the “ C o m p a n y ”) to support the acq u isit i on b y the Co m pa n y of Af f ymetrix, Inc. (the “ Transact i on ”).

 

TopView inten ds to provide a total a m o u nt of $ 2 ,000,0 0 0,000 of f inancing (the “ Financi n g ”) at closi n g to support the T r ans a ction. It is antici p at e d that To p View will be capital i zed with a c o m b ination of (i) an equi t y con t ribut i o n f rom S u mmitView a ff iliated inves t m ent f und(s) a nd f rom Zhejiang United Inves t ment Group (“ Z U I G ”) of $850,000 , 000 in t h e aggregate and (ii) d e bt f inancing f r o m C h ina Mer c hants Bank, Shanghai P u dong De v elo p m ent Ba n k and the Expor t - I m po r t Bank o f China, with wh o m we have bi n ding avai l able re v olving credit f acilities, of $1,150 , 00 0 ,000 in the agg r egate (however, if that debt f inancing or t he e quity fi nancing f rom ZUIG is not ava i lable f or any reason, S u mmitVi e w is prepared and able t o p r ovide the f ull $2,000, 00 0,000 of Financing). W e m ay f urth e r sy n d i cate a portion of the f oregoing equity c o m m itment t o ot h er lar g e inves t m ent f unds with wh o m we have re l atio n ships and we m ay f urt h er arrange a ddition a l credit f acilities to cov e r all or a portion of the f oregoing f inancing f rom o ne or m ore l a rge f inancial institutions w ith wh o m we have re l ationships, but To p Vi e w will in a ny e v ent remain respo n sible f or the f ull a m ount of the Financing. T o pView intends to execute a binding f unding c o m m i t ment lett e r with all f und providers f or the f ull a m ount of the Financing no l ater th a n the d a te on which a de f initive m e r ger a g re e m ent is exec u ted between the C o mpany and A f fy m etri x . To p View also inten d s to enter into a binding note purchase agre e m e nt w i th the C o m p any f or the f ull a m ount of the Fi n ancing n o lat e r th a n the date on which a d ef initive m erger a g re e ment is executed bet w e e n the C o m pany a n d Affymetrix. Each of the f unding c o m m i t m e nt letter and t he note purchase agr ee m ent would provide t h ird pa rt y en f orc e m ent sta t us t o the C o m pany and A f f y m e trix and the right to speci f ic per f or m an c e thereo f . The m a ter i al te r m s of each of the f unding commi t m e n t letter and the note pu r chase agre e m ent h a ve been f ul l y n egotiat e d between us and the C o m pany a s of the date of this letter.

 

 

上海市浦东陆家嘴东方路 1 8 号 保利大厦 E 座 1 1 0 1 室，邮编 ： 20 0 1 2 0

1 8 D on g f a n g Ro a d , P o ly P la z a , Buil d i n g E, S u i te 1 1 01 , P u d on g D i strict, S h a n g h a i 2 0 0 1 2 0 , P . R. Ch i n a

电话 / T e l: + 86 - 2 1 - 5 0 8 01 7 2 5 传 真 /F a x : + 86 - 2 1 - 6 8 8 1 6 0 1 2

 

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S u m m it V iew has been operating f or f ive y ears and current l y man a g e s t en inves t ment f unds with a total of m ore t h a n $ 3 ,000,0 0 0,000 u n d e r m a n ag e m en t . S u mmitView has been t he lead equ i t y i nvestor in m ore than 30 transa c tions s i nce 2011 and current l y h a s equi t y inves t m en t s in m ore than 70 port f olio c o m p anies. S u mmitVi e w also has undra w n revolving credit lines of approx i m at e l y $ 7 ,000,000, 0 00. S u m m itView ' s inv e s t m ent pro f essionals in China are located in Bei j ing, Shanghai, Shenz h en, Z hejiang a n d Jian g su Province a n d also h a s i nves t m ent pro f essiona l s in Cali f ornia.

 

W e a re pleas e d to con fi rm that we h ave recei v ed approval f r o m our i nves t m ent co m m it t ee t o delive r t hi s lette r t o y ou .

 

If y ou have a n y quest i ons rega r ding our cap a bilities or i n terest in t h i s Trans a ction, please f eel f ree to contact the unders i gned direct l y at +86- 1 391-15 7 -0151. W e hope that this lette r su ff icient l y c o n ve y s t o y o u ou r int e res t i n th e Tr a ns a ction.

 

W e look f orward to w o rking with y o u on this T ransacti o n. Sincere l y ,

 

Jiaxin g T o p V ie w In ve s t m en t Pa r tnershi p L L P

B y : ____________________________

N a m e: Fe n g Li

General Par t ner

 

 

S u m m i t V iew Capital

 

B y : ____________________________

N a m e: Fe n g Li

Foundin g Partn er

Copy t o :

Origin T echno l ogies C orporatio n , LLC

 

 

 

 

 

上海市浦东陆家嘴东方路 1 8 号 保利大厦 E 座 1 1 0 1 室，邮编 ： 20 0 1 2 0

1 8 D on g f a n g Ro a d , P o ly P la z a , Buil d i n g E, S u i te 1 1 0 1 , P u d on g D i strict, S h a n g h a i 2 0 0 1 2 0 , P . R. Ch i n a

电话 / T e l: + 86 - 2 1 - 5 0 8 01 7 2 5 传 真 /F a x : + 86 - 2 1 - 6 8 8 1 6 0 1 2

 

 

About Origin

 

Origin Technologies Corporation, LLC is owned by a group of former Affymetrix executives, who share a passion and vision for advancing genomics for precision medicine and other critical applications. The entity was formed for the specific purpose of privatizing Affymetrix. Covington & Burling LLP is acting as legal advisor to Origin in connection with the proposed transaction. For more information, please visit http://origin.acquisitionproposal.com.

 

Important Additional Information

 

Origin, Origin’s directors and executive officers and SummitView may be deemed, under rules of the Securities and Exchange Commission (“SEC”), to be participants in the solicitation of proxies from Affymetrix stockholders in connection with a potential acquisition transaction. Additional information regarding the interests of these participants in any solicitation of proxies and a description of their direct and indirect interests, by security holdings or otherwise, will be included in any proxy statement and other relevant materials to be filed with the SEC if and when they become available. Affymetrix stockholders are urged to read the proxy statement and other documents filed with the SEC in their entirety if and when they become available because they will contain important information about the transaction. Affymetrix stockholders will be able to obtain free copies of these documents (when available) and other documents filed with the SEC by the Company through the website maintained by the SEC at www.sec.gov.

 

Cautionary Statement

 

Statements about the expected timing, financial impact and effects of the proposed transaction, and other statements in this press release that are not historical facts, are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. Such risks and uncertainties include the actual timing of the closing of the acquisition, the satisfaction of the conditions to closing in the acquisition agreement, any termination of the acquisition agreement and Origin’s potential combination with Centrillion. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date such statements are made. We do not undertake any obligation to update any forward-looking statements to reflect events, circumstances or new information after the date hereof, except as required by law.

 

Contacts

 

Media and Investors:

Sard Verbinnen & Co

Megan Bouchier/David Isaacs

415-618-8750

Origin-SVC@sardverb.com

 

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