Affymetrix and eBioscience Amend Definitive Merger Agreement

08-05-2012: Affymetrix, Inc.,  and eBioscience, Inc. announced they have amended their existing definitive agreement dated November 29, 2011 under which Affymetrix will acquire eBioscience. Under the terms of the amended agreement, Affymetrix will acquire eBioscience for $315 million in cash subject to usual adjustments. The transaction remains subject to customary closing conditions and is now expected to close late in the quarter ending June 30, 2012.

"The feedback from our customers, shareholders and partners has been consistently positive since we announced our original agreement with eBioscience last November," said Dr. Frank Witney, president and chief executive officer of Affymetrix. "By amending the transaction, we are now able to realize the benefits of combining with eBioscience with significantly less senior secured debt than under the original agreement. With eBioscience, Affymetrix will expand its addressable markets by adding an industry-leading portfolio of cell-based and immunoassays. These new products are a critical part of our customers' workflow in our key target markets of translational medicine, oncology, and immunology. We believe that these markets represent a nearly $3 billion annual opportunity, which will put Affymetrix on a solid path to sustained growth and profitability. We look forward to welcoming the eBioscience team to the Affymetrix family."

The amended agreement contemplates funding the acquisition using a combination of cash-on-hand, a senior secured financing of $75 million and additional financing options available to the Company. The senior secured financing, which includes an additional $15 million revolving credit facility, is being provided by a group of lenders led by administrative agent GE Healthcare Financial Services Inc. and Silicon Valley Bank.

"We expect that adding eBioscience to Affymetrix will accelerate our growth," said Tim Barabe, executive vice president and chief financial officer of Affymetrix. "With 2011 revenues of $71 million, gross margins in excess of 70% and EBITDA margin of in excess of 30%, eBioscience makes Affymetrix a much stronger company, both operationally and financially. The revised purchase price represents approximately 4.5 times 2011 revenue and 13.5 times 2011 EBITDA, and the transaction is expected to be accretive to Affymetrix’s cash earnings per share."