Leaders in Pharmaceutical Business Intelligence (LPBI) Group

• Strengthens Leadership in Biosciences and Genetic Analysis
• Significantly Expands Portfolio of Antibodies and Assays for High-Growth Flow Cytometry and Single-Cell Biology Applications
• Adds Complementary Genetic Analysis Products Serving Research, Clinical and Applied Markets
• Offers Opportunity to Leverage Thermo Fisher’s Commercial and Geographic Scale
• Creates Attractive Financial Benefits; Expected to be Immediately Accretive to Adjusted Earnings per Share (EPS)

WALTHAM, Mass. and SANTA CLARA, Calif.–(BUSINESS WIRE)–Thermo Fisher Scientific Inc. (NYSE: TMO), the world leader in serving science, and Affymetrix Inc. (NASDAQ: AFFX), a leading provider of cellular and genetic analysis products, today announced that their boards of directors have unanimously approved Thermo Fisher’s acquisition of Affymetrix for $14.00 per share in cash. The transaction represents a purchase price of approximately $1.3 billion.

“The acquisition of Affymetrix will strengthen our leadership in biosciences and create new market opportunities for us in genetic analysis”

Affymetrix’s technologies enable parallel and multiplex analysis of biological systems at the cellular, protein and genetic level, facilitating the transition of research tools into clinical and applied markets. The company’s products are used by customers working in life sciences and translational research, molecular diagnostics, reproductive health and agricultural biotechnology. Based in Santa Clara, California, Affymetrix has approximately 1,100 employees worldwide and maintains sales and distribution operations primarily in the U.S., Europe and Asia. The business, which has annual revenues of approximately $350 million, will be integrated into Thermo Fisher’s Life Sciences Solutions Segment.

“The acquisition of Affymetrix will strengthen our leadership in biosciences and create new market opportunities for us in genetic analysis,” said Marc N. Casper, president and chief executive officer of Thermo Fisher Scientific. “In biosciences, the company’s antibody portfolio will significantly expand our offering in the fast-growing flow cytometry market, and customers will have greater access to these products through our global scale and commercial reach. In genetic analysis, Affymetrix’s technologies are highly complementary and present new opportunities for us in targeted clinical and applied markets. For shareholders, we expect the transaction to create value by generating attractive financial returns, including immediate accretion to our adjusted EPS.”

Frank Witney, president and chief executive officer of Affymetrix, said, “Joining Thermo Fisher creates significant value for our customers, employees and shareholders. We will be able to build on our strong history of close collaboration with customers in our target markets by leveraging Thermo Fisher’s deep relationships, particularly in biopharma, as well as their global scale and leading presence in Asia-Pacific. We are excited about the opportunity to combine our portfolios and strengthen our position in high-growth markets such as single-cell biology, reproductive health and AgBio. Our employees will benefit by being part of an industry-leading company, which brings many opportunities for career growth and development. We look forward to working closely with the Thermo Fisher team to ensure a smooth transition and integration.”

Casper concluded, “We’re pleased to welcome our new colleagues from Affymetrix to Thermo Fisher. Frank Witney and the entire Affymetrix team have done a great job of strengthening the business, and we’re excited about the opportunity to leverage Thermo Fisher’s scale and depth of capabilities to build on that momentum and accelerate growth.”

Benefits of the Transaction

• Significantly Expands Antibody Portfolio to Strengthen Leadership in Biosciences. Affymetrix’s eBioscience offering for cellular analysis will enhance Thermo Fisher’s leading biosciences capabilities. Specifically, the company specializes in a range of antibodies, multiplex RNA, and protein and single-cell assays. These technologies serve the fast-growing flow cytometry market segment as well as new high-growth applications including single-cell biology, immunotherapy and infectious disease research.
• Adds Genetic Analysis Capabilities Serving Clinical and Applied Markets. Affymetrix adds complementary products in genetic analysis that are used in cytogenetics, genotyping and gene expression. The company’s innovative microarray platform will strengthen Thermo Fisher’s presence in certain clinical and applied markets, including reproductive health and agricultural biotechnology.
• Offers Opportunity to Leverage Commercial and Geographic Scale. Affymetrix will benefit from Thermo Fisher’s access to the biopharma industry through its unique customer value proposition, as well as its world-class e-commerce capabilities and extensive customer channels. Thermo Fisher will also significantly extend the geographic reach of Affymetrix’s products by leveraging its market presence and infrastructure in Asia-Pacific, particularly China.
• Creates Attractive Financial Benefits. The transaction is expected to be immediately accretive to Thermo Fisher’s adjusted EPS¹, adding $0.10 of accretion in the first full year of ownership. Thermo Fisher expects to realize total synergies of approximately $70 million by year three following the close, consisting of approximately $55 million of cost synergies and approximately $15 million of adjusted operating income¹ benefit from revenue-related synergies.

Approvals and Close

The transaction, which is expected to be completed by the end of the second quarter of 2016, is subject to the approval of Affymetrix shareholders and the satisfaction of customary closing conditions, including applicable regulatory approvals. Thermo Fisher intends to use cash on hand and short-term debt to finance the transaction.

Advisors

JP Morgan is acting as financial advisor to Thermo Fisher, and Wachtell, Lipton, Rosen & Katz is serving as legal counsel. Morgan Stanley is acting as financial advisor to Affymetrix, and Davis, Polk & Wardwell LLP is serving as legal counsel.

Use of Non-GAAP Financial Measures

In addition to financial measures prepared in accordance with generally accepted accounting principles (GAAP), we use the non-GAAP financial measures adjusted operating income and adjusted earnings per share. Adjusted operating income excludes restructuring and other costs/income and amortization of acquisition-related intangible assets. Adjusted earnings per share also excludes certain other gains and losses, tax provisions/benefits related to the previous items, benefits from tax credit carryforwards, the impact of significant tax audits or events and discontinued operations. We exclude the above items because they are outside of our normal operations and/or, in certain cases, are difficult to forecast accurately for future periods. We believe that the use of non-GAAP measures helps investors to gain a better understanding of our core operating results and future prospects, consistent with how management measures and forecasts the company’s performance, especially when comparing such results to previous periods or forecasts.

About Thermo Fisher

Thermo Fisher Scientific Inc. (NYSE: TMO) is the world leader in serving science, with revenues of $17 billion and approximately 50,000 employees in 50 countries. Our mission is to enable our customers to make the world healthier, cleaner and safer. We help our customers accelerate life sciences research, solve complex analytical challenges, improve patient diagnostics and increase laboratory productivity. Through our premier brands – Thermo Scientific, Applied Biosystems, Invitrogen, Fisher Scientific and Unity Lab Services – we offer an unmatched combination of innovative technologies, purchasing convenience and comprehensive support. For more information, please visit www.thermofisher.com.

About Affymetrix

Affymetrix technologies enable multiplex and simultaneous analysis of biological systems at the cell, protein, and gene level, facilitating the rapid translation of benchtop research into clinical and routine use for human health and wellness. Affymetrix provides leadership and support, partnering with customers in pharmaceutical, diagnostic, and biotechnology companies as well as leading academic, government, and non-profit research institutes in their quest to use biology for a better world. More than 2,300 microarray systems have been shipped around the world and more than 94,000 peer-reviewed papers have been published citing Affymetrix technologies. Affymetrix is headquartered in Santa Clara, California, and has manufacturing facilities in Cleveland, San Diego, Vienna and Singapore. Affymetrix has about 1,100 employees and maintains sales and distribution operations worldwide. For more information about Affymetrix, please visit www.Affymetrix.com.

Illumina (ILMN) Raises $100 Million with Amazon (AMZN)’s Bezos, Bill Gates and Others to Launch Pan-Cancer Test Company Grail

San Diego-based Illumina (ILMN), world leader in DNA sequencing technology, announced yesterday that it raised more than $100 million in Series A financing to start a new company, Grail, to develop a blood test to identify all types of cancers. Illumina was joined by ARCH Venture Partners, Sutter Hill Ventures, and Bezos Expeditions, run by Amazon founder and chief executive officer Jeff Bezos. Also joining was Microsoft co-founder Bill Gates.

Grail’s goal is ambitious, perhaps overly so. Illumina’s chief executive officer, Jay Flatley, told BloombergBusiness that Grail intends to create a “pan-cancer” screening test able to diagnose cancer at an early stage prior to symptoms. “This is a massive market,” Flatley said. “Depending on your assumptions, it’s somewhere between a $20 billion and $200 billion market opportunity.”

One simple reason for skepticism is that cancer is not a single disease, but numerous diseases that have a commonality of uncontrolled cell growth. Finding something in the blood that is common to all of them is unlikely, and developing a screening test to identify all possible cancerous mutations is ambitious, to say the least. On the other hand, if there’s any company in the world with the technology power to come up with a pan-screening test, it’s probably Illumina.

Other companies have developed “liquid biopsy” tests that use blood to detect cancers instead of, or as a supplement to, conventional biopsies. Guardant Health, for example, raised $100 million recently to fund its work, and Exosome Diagnostics recently raised $60 million.

Pathway Genomics in 2015 began offering a liquid biopsy test for early-stage cancer. The , however, dropped the hammer, questioning its reliability and indicating the test required regulatory approval. The FDA stated that there was not “any published evidence that this test or any similar test has been clinically validated as a screening tool for the early detection of cancer.”

Illumina’s Flatley argues that Grail plans to conduct DNA sequencing on 30,000 to 50,000 people over time as a way of building approval for its test. He also indicates that the test could possibly cost less than $1,000. That’s the current cost of being able to fully sequence the entire human genome using one of Illumina’s sequencers, although it is a complicated, expensive machine. However, prices are dropping dramatically.

Grail hopes to start a large-scale clinical trial in 2017. It also plans to have a single-cancer test available in 2017 as well. Optimistically, Flatley believes the pan-cancer test could be on the market in 2019.

To date, liquid biopsies are primarily used on patients who have already been diagnosed with cancer. They are generally used to narrow in on particular mutations in order to better select appropriate drugs, or to monitor treatment. Early-stage cancer detection has a number of complicating factors, including that all cells, not only cancer cells, shed DNA into the blood stream. Also, there are billions of possible mutations in each individual’s genome, not all of which are cancerous.

“As you age, you have mutations,” Luis Diaz, associate professor of oncology at Johns Hopkins, told The New York Times. Various structures in the body, including polyps, moles, and benign growths, also have similar mutations to tumors.

In order for Grail’s test to be really usable, it has to factor in the risks of false positives, which would cause patients significant stress with false cancer diagnoses, as well as the potential risk of unnecessary and potentially harmful biopsies, tests and treatments.

“Patients ought to be hesitant until there is really good data that this actually helps people,” Gilbert Welch, professor of medicine at Dartmouth and author of the book “Less Medicine, More Health” told The New York Times, “and they should remember that it could harm people.”

On the other hand, with the increasing power of gene sequencing technology and complex bioinformatics platforms, this could represent a paradigm shift in cancer diagnosis. “If this pans out,” Jose Baselga, physician in chief at Memorial Sloan Kettering Cancer Center, and head of Grail’s science advisory board, said to The New York Time, “this could be a real game changer.”