Affymetrix (NASDAQ:AFFX), the takeover target which controversially spurned a higher offer for the company this week, said on Wednesday its proposed shareholder meeting to approve an offer from Thermo Fisher Scientific (NYSE:TMO) will proceed with a vote delayed by a further week.
In January, Affymetrix, a gene analyst, agreed to sell itself to Thermo Fisher Scientific, a multinational medical instruments company, for $1.3bn in cash, or $14 per share. But, in hopes of derailing that offer, former Affymetrix executives clubbed together to start Origin Technologies, and on March 7, offered $1.5bn, or $16.10 in cash, to Affymetrix shareholders. Earlier this week, Affymetrix cited lack of corporate history in rejecting Origin's overture.
Affymetrix said in a statement on Wednesday that a Special Meeting of its shareholders due on March 24 would proceed but will be adjourned before taking a vote on the Thermo proposal and reconvene on March 31.
Affymetrix added: "the Board of Directors, in consultation with its legal and financial advisors, has determined that the new unsolicited merger proposal submitted by Origin Technologies Corporation, LLC on March 22 could reasonably be expected to lead to a superior proposal, as defined in Affymetrix’s merger agreement with Thermo Fisher Scientific, and that failure to engage with Origin on its merger proposal could reasonably be expected to be inconsistent with the Board’s duties under Delaware law."
But Affymetrix said it continues to recommend that its stockholders vote in favour of the adoption of the merger agreement with Thermo Fisher. Affymetrix said it had not determined that the Origin proposal is a superior proposal for purposes of the merger agreement with Thermo Fisher and 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," the company stated.
Morgan Stanley is acting as financial advisor to Affymetrix, and Davis Polk & Wardwell LLP and Richards, Layton & Finger, PA are serving as legal counsel.
Affymetrix shares were up 5.15% at $15.11.