Affymetrix Inc. (NASDAQ: AFFX) Affymetrix announced that it has reviewed the proposal made by Origin Technologies Corporation, LLC ("Origin") on March 18 for a transaction in which the stockholders of Affymetrix would receive $16.10 per share in cash. In reviewing the proposal, the Board of Directors notes that Origin appears to be a newly-formed shell entity with no assets of which Affymetrix is aware, and whose sole source of funding for the proposed transaction is $1.5 billion in potential debt commitments. Based on the analysis performed by Affymetrix' advisers, $1.5 billion falls materially short of the funds that would be required to complete the transaction, including the amounts required to be paid in respect of existing shares, employee equity arrangements, existing convertible notes and credit facility, and anticipated transaction expenses, including a termination fee payable to Thermo Fisher Scientific Inc. (NYSE: TMO). Accordingly, the Affymetrix Board of Directors has concluded that the proposal does not constitute, and could not reasonably be expected to lead to, a "Superior Proposal" (as defined in the merger agreement between Affymetrix and Thermo Fisher). As a result, Affymetrix is precluded by the terms of its merger agreement with Thermo Fisher from negotiating with or providing information to Origin with respect to this proposal. In light of the funding shortfall, the Affymetrix Board has not considered other aspects of the Origin proposal.

"We held preliminary discussions in the fall of 2015 with individuals who became principals and potential backers of Origin, and in November 2015 I invited them to submit a written proposal if they had serious interest in a strategic transaction with Affymetrix," said Dr. Frank Witney, Chief Executive Officer and President of Affymetrix. "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."

The Affymetrix Board continues to recommend to its stockholders the adoption of the merger agreement with Thermo Fisher. As of this date, Affymetrix is not making an Adverse Recommendation Change; specifically, the Board is not failing to make, withdrawing or modifying the Company Board Recommendation, is not recommending the proposal from Origin, and is not proposing to do any of the foregoing, and the Board recommends against the proposal from Origin. Capitalized terms used but not defined in this paragraph shall have the meanings set forth in the merger agreement with Thermo Fisher.