Affymetrix Inc. has 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.
Dr. Witney continued, “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).