Date: 2016-03-31
Type of information: Company acquisition
Acquired company: Affymetrix (USA - CA)
Acquiring company: Thermo Fisher Scientific (USA - MA)
Amount: $1.3 billion
Terms: * On March 31, 2016, Thermo Fisher Scientific and Affymetrix, a leading provider of cellular and genetic analysis products, announced that Thermo Fisher has completed its previously announced acquisition of Affymetrix for $14.00 per share in cash, for a total purchase price of approximately $1.3 billion. Completion of the transaction follows approval of the merger agreement by Affymetrix stockholders. * On January 8, 2016, Thermo Fisher Scientific and Affymetrix announced that their boards of directors have unanimously approved Thermo Fisher’s acquisition of Affymetrix for $14.00 per share in cash. Affymetrix’s technologies enable parallel and multiplex analysis of biological systems at the cellular, protein and genetic level, facilitating the transition of research tools into clinical and applied markets. The company’s products are used by customers working in life sciences and translational research, molecular diagnostics, reproductive health and agricultural biotechnology. Based in Santa Clara, California, Affymetrix has approximately 1,100 employees worldwide and maintains sales and distribution operations primarily in the U.S., Europe and Asia. The business, which has annual revenues of approximately $350 million, will be integrated into Thermo Fisher’s Life Sciences Solutions Segment. The transaction represents a purchase price of approximately $1.3 billion. The transaction is expected to be completed by the end of the second quarter of 2016. It is subject to the approval of Affymetrix shareholders and the satisfaction of customary closing conditions, including applicable regulatory approvals. Thermo Fisher intends to use cash on hand and short-term debt to finance the transaction. JP Morgan is acting as financial advisor to Thermo Fisher, and Wachtell, Lipton, Rosen & Katz is serving as legal counsel. Morgan Stanley is acting as financial advisor to Affymetrix, and Davis, Polk & Wardwell LLP is serving as legal counsel.
The completion of the acquisition constituted a Make-Whole Fundamental Change (as defined in the First Supplemental Indenture, dated as of June 25, 2012, between Affymetrix and The Bank of New York Mellon Trust Company, N.A. relating to the Affymetrix 4.00% Convertible Senior Notes due 2019). The Effective Date (as defined in the First Supplemental Indenture) related to the Make-Whole Fundamental Change is March 31, 2016.
Details: The transaction will expand Thermo Fisher's antibody portfolio and strengthen the company leadership in biosciences. Specifically, Affymetrix specializes in a range of antibodies, multiplex RNA, and protein and single-cell assays. These technologies serve the fast-growing flow cytometry market segment as well as new high-growth applications including single-cell biology, immunotherapy and infectious disease research. Affymetrix also adds complementary products in genetic analysis that are used in cytogenetics, genotyping and gene expression. The company’s innovative microarray platform will strengthen Thermo Fisher’s presence in certain clinical and applied markets, including reproductive health and agricultural biotechnology. Affymetrix will benefit from Thermo Fisher’s access to the biopharma industry through its unique customer value proposition, as well as its world-class e-commerce capabilities and extensive customer channels. Thermo Fisher will also significantly extend the geographic reach of Affymetrix’s products by leveraging its market presence and infrastructure in Asia-Pacific, particularly China.
Related: Technology - Services
