Affymetrix Inc., (Nasdaq:AFFX) announced today that it has entered into
an agreement to sell $105 million aggregate principal amount of
unsecured 4.00% Convertible Senior Notes due 2019. Affymetrix also has
granted the underwriters an option to purchase up to $10 million
aggregate principal amount of additional notes on the same terms and
conditions, solely to cover over-allotments, if any.
The notes will be convertible into Affymetrix’s common stock at an
initial conversion rate of 170.0319 shares per $1,000 principal amount
of notes, subject to adjustment. This conversion rate is equivalent to
an initial conversion price of approximately $5.88 per share. This
represents a premium of approximately 25% to the last reported sale
price of Affymetrix’s common stock on the NASDAQ Global Select Market on
June 19, 2012.
Affymetrix intends to use the net proceeds from the offering to fund a
portion of the purchase price for its pending acquisition of eBioscience
Holding Company, Inc. In the event that the acquisition of eBioscience
is not consummated and Affymetrix does not elect to redeem the notes,
Affymetrix management will retain broad discretion over use of the net
proceeds.
Citigroup and Morgan Stanley are acting as joint book-running managers
of the offering, and BofA Merrill Lynch and Baird are acting as
co-managers.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any
sale of these securities in any state in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under
the securities laws of any such state. The offering of securities may be
made only by means of a base prospectus and the related prospectus
supplement. Copies of these offering documents can be obtained by
contacting Citigroup, Attention: Prospectus Department, Brooklyn Army
Terminal, 140 58th Street, 8th Floor, Brooklyn, NY 11220, telephone:
1-877-858-5407 or Morgan Stanley, 180 Varick Street (second floor), New
York, NY 10014, telephone: 1-866-718-1649 or by emailing prospectus@morganstanley.com.
Forward-looking statements
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,
including but not limited to whether or not Affymetrix will complete the
offering, the anticipated use of proceeds of the offering and risks
relating to Affymetrix’s ability to consummate the acquisition of
eBioscience. 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 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.
