Affymetrix Completes Acquisition of eBioscience Holding Company, Inc.
Affymetrix Completes Acquisition of eBioscience Holding Company, Inc. Business Wire SANTA CLARA, Calif. -- June 25, 2012 Affymetrix Inc., (NASDAQ:AFFX) today announced that the Company has completed its acquisition of eBioscience Holding Company, Inc., a privately-held company with an industry-leading position in flow cytometry and immunoassay reagents for immunology and oncology research and diagnostics. The acquisition enhances Affymetrix’s product portfolio and expands its addressable markets by more than $2.5 billion per year “This transaction is an important strategic step for Affymetrix. Through the acquisition of eBio we now have a blue-chip portfolio of cell-based assays that diversify our business and open up important new avenues for growth,” said Dr. Frank Witney, president and chief executive officer of Affymetrix. “With eBio’s portfolio of profitable and growing flow cytometry and immunoassay reagents, the combined Company intends to provide novel molecular solutions that will allow us to penetrate sizable new markets. ” “Together we expect to generate enhanced operating leverage and profitability,” stated Tim Barabe, executive vice president and chief financial officer. “The combination is expected to be accretive to gross margins and operating income in fiscal 2012.” eBioscience will operate as a separate business unit within Affymetrix under its existing leadership team. “The combination of these two industry-leaders will extend our global commercial reach and create important cross-selling opportunities, as well as the opportunity to combine technologies to create important new products,” said Don Tartre, general manager of eBio. “Together we can enhance our value to customers while accelerating important scientific discoveries.” Under the terms of the agreement, Affymetrix paid approximately $315 million in cash to acquire eBioscience, funded through a new senior secured credit facility, an offering of convertible notes and other available cash resources. As a result of the merger, eBioscience has become a wholly-owned subsidiary of Affymetrix. In connection with the acquisition of eBioscience, Affymetrix’s Compensation Committee approved equity incentive awards to 278 eBioscience employees as inducement to join Affymetrix. An aggregate 1.32 million shares of Affymetrix common stock may be issued to these new non-executive employees under the awards, which include an aggregate 942,000 restricted stock units that vest in equal installments over two years, subject to performance based criteria, 296,650 restricted stock units that vest in equal installments over four years and options to purchase up to 80,000 shares of common stock that vest in equal installments over four years. The stock options have a maximum term of 7 years. The equity incentive awards were granted as inducements material to the new employees entering into employment with Affymetrix in accordance with NASDAQ Listing Rule 5635(c)(4). About Affymetrix Affymetrix technology is used by the world's top pharmaceutical, diagnostic, and biotechnology companies, as well as leading academic, government, and nonprofit research institutes. More than 2,200 systems have been shipped around the world and almost 25,000 peer-reviewed papers have been published using the technology. Affymetrix is headquartered in Santa Clara, California, and has manufacturing facilities in Cleveland, Ohio, and Singapore. All statements in this press release that are not historical are "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act as amended, including statements regarding Affymetrix’s "expectations," "beliefs," "hopes," "intentions," "strategies" or the like. Such statements are subject to risks and uncertainties that could cause actual results to differ materially for Affymetrix from those projected, including, but not limited to: Affymetrix’s ability to timely and successfully integrate and realize the anticipated strategic benefits and cost savings or other synergies of the acquisition of eBioscience in a cost-effective manner while minimizing the disruption to its business; risk that eBioscience’s future performance may not be consistent with its historical performance; risks relating to Affymetrix’s ability to make scheduled payments of the principal of, to pay interest on or to refinance its indebtedness; risk relating to Affymetrix’s ability to successfully commercialize new products; risk relating to past and future acquisitions, including the ability of Affymetrix to successfully integrate such acquisitions into its existing business; risks of Affymetrix’s ability to achieve and sustain higher levels of revenue, higher gross margins and reduced operating expenses; uncertainties relating to technological approaches, risks associated with manufacturing and product development; personnel retention; uncertainties relating to cost and pricing of Affymetrix products; dependence on collaborative partners; uncertainties relating to sole-source suppliers; uncertainties relating to FDA and other regulatory approvals; competition; risks relating to intellectual property of others and the uncertainties of patent protection and litigation. For a detailed discussion of these and other cautionary statements and risk factors, please refer to Affymetrix’s Form 10-K for the year ended December 31, 2011, Affymetrix’s Form 10-Q for the quarter ended March 31, 2012 and other SEC reports. Affymetrix expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Affymetrix’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based. PLEASE NOTE: Affymetrix, the Affymetrix logo and all other trademarks are the property of Affymetrix, Inc. Contact: Affymetrix Inc. Doug Farrell, 408-731-5285 Vice President, Investor Relations firstname.lastname@example.org