Affymetrix, a US-based GeneChip company, said its Board has rejected an offer from Origin Technologies, which was aimed to disrupt its potential sale to Thermo Fisher. The company's Board on Sunday declared that the $1.5 billion offer by Origin is not a superior proposal to the $1.3 billion offer made by Thermo Fisher.
On March 18, the maker of GeneChip received an offer from Origin for a deal in which Affymetrix's shareholders will obtain $16.10 a share in cash. Affymetrix Board, after examining the bid, concluded that Origin being a "newly-formed shell" firm has limited or no funds to finish the transaction. Affymetrix learned that the $1.5 billion offer made by Origin falls immensely short of transaction funds including the termination fee required to end the deal with Thermo Fisher. As a result, Affymetrix has decided to stick on with the $1.3 billion offer made by Thermo Fisher.
President and chief executive officer Frank Witney said, "We heard nothing further from them for over four months until they announced their unsolicited proposal on March 18. The Board of Directors of Affymetrix is firmly committed to carrying out its fiduciary duties and maximizing value for our stockholders while at the same time complying with the customary provisions of our merger agreement with Thermo Fisher."
In January, Thermo Fisher agreed to pay $14 per share to Affymetrix's shareholders, over 50% more than Affymetrix's closing price before the deal was announced. Marc Casper, chief executive officer of Thermo Fisher, said that Origin deal depends highly on inadequate funding support from a Chinese company and that US regulators will not allow Origin to proceed with its deal.
Bloomberg said that Origin's media contacts did not respond to its email regarding the offer. Origin Technologies is created by Affymetrix's previous executives group to acquire the California-based GeneChip maker.
Affymetrix recommends its shareholders to vote in favour of Thermo Fisher's offer and there seems to be an aggressive battle for votes between the company and its suitor. The company is not requesting an "Adverse Recommendation Change" till this date. In connection with this transaction, Morgan Stanley and Davis Polk & Wardwell LLP are acting as financial advisor and legal counsel respectively to Affymetrix.
Affymetrix's shares have jumped 14.21% over the previous week and improved 14.38% in the past four week period. Shares of the company increased 14.05% on Friday trading session. The Securities Exchange Commission has disclosed that Trice Robert, a director at Affymetrix, sold his shareholdings in the company in a deal worth $23,500. Mizuho Securities lowered its rating on the stock to neutral from a buy rating, as reported by Street Edition.
Affymetrix's rejection to the Origin's insufficient cash offer reflects its desire to select Thermo Fisher as its potential suitor. It seems Thermo Fisher is gaining the ground over other suitors in the industry to acquire Affymetrix.
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