AFFX flexes it's muscle, digging in and expanding it's lead: Monday
September 13, 6:59 am Eastern Time
Company Press Release
SOURCE: Affymetrix, Inc.
Affymetrix to Acquire Genetic MicroSystems
Affymetrix Will Provide Comprehensive Suite of DNA Array Products
SANTA CLARA, Calif. and WOBURN, Mass., Sept. 13 /PRNewswire/ -- Affymetrix, Inc. (Nasdaq: AFFX - news) and Genetic MicroSystems, Inc.
(GMS), a privately-held instrumentation company specializing in DNA array technology, today announced that they have signed a definitive agreement
under which Affymetrix will acquire GMS. GMS manufactures and markets exportable instruments for both fabricating and analyzing DNA arrays for use
in life science research and development applications. GMS together with its distributor network has placed more than 150 array makers and scanners at
academic, biotechnology and pharmaceutical customer sites worldwide. GMS is based in Woburn, Massachusetts, and employs a staff of approximately 60
individuals.
Under the terms of the merger agreement, Affymetrix will issue approximately one million shares of common stock (approximately 4.0% of the outstanding
common stock of Affymetrix) for all of the outstanding shares of GMS. The transaction, which is subject to approval of the stockholders of GMS, the filing
and effectiveness of a registration statement with the Securities and Exchange Commission, and clearance under the Hart-Scott-Rodino Antitrust
Improvements Act, is expected to close in January 2000. The merger is intended to qualify as a tax-free reorganization and to be accounted for as a pooling
of interests.
''The magnitude of sequence information generated by the Human Genome Project has rapidly accelerated the need for new technologies to gain a
functional understanding of biology and disease. The scientific community has embraced DNA arrays as the tool of choice for enabling this research,''
commented Stephen P.A. Fodor, Ph.D., Chairman and Chief Executive Officer of Affymetrix. ''Now that Affymetrix' GeneChip technology has become
the gold standard for performing highly quantitative and reproducible gene expression studies, feedback from our customers has highlighted the need for low
volume, user-defined DNA arrays. These 'spotted arrays' are proving to be a complementary tool for analyzing unknown genes or for more directed studies
of particular genes of interest,'' added Fodor. ''The acquisition of GMS will allow us to immediately enter this array market and thus provide an integrated
solution to accelerate the adoption of DNA array technologies in the scientific research community.''
''We are delighted to join with Affymetrix, the clear leader in DNA array technology,'' stated Jean Montagu, President and Chief Executive Officer of
GMS. ''In discussions with Affymetrix, the strategic fit between the two companies quickly became apparent and we concluded that together, our
companies could provide a comprehensive array solution to better meet the needs of our customers.''
GMS' current product offering consists of the GMS(TM) 417 Arrayer and GMS(TM) 418 Array Scanner. The GMS 417 Arrayer utilizes a proprietary
moving-reservoir, Pin-and-Ring(TM) arraying mechanism designed to provide greater consistency of spotted array elements relative to other spotting
systems. The GMS 418 Array Scanner uses a unique Flying Objective(TM) laser optics system that rapidly captures images with superior speed and
sensitivity. The proprietary features of the GMS arrayer and scanner are designed to offer significant performance advantages over other ''home-made''
and commercially available spotting robots and scanners. Because the instrumentation is installed at the customer site, the GMS product line, compared to
service alternatives, provides researchers with the flexibility to quickly fabricate user-specific arrays while maintaining direct control over cloned materials,
sample preparation and hybridization conditions.
Upon completion of the merger, Affymetrix intends to offer the GMS product line as a complement to its GeneChip platform for researchers who want the
flexibility to make low-volumes of microarrays using both known and unknown genes. Affymetrix will continue to market its GeneChip® platform to
researchers desiring the higher performance and higher information content of its synthetic oligo-based microarrays for analyzing gene expression patterns
of known genes. After closing, the companies will work together to enhance existing software, instrumentation and applications support to provide the
research community with a comprehensive solution for gene expression analysis studies and other DNA array applications.
Affymetrix has developed and intends to establish its GeneChip system as the platform of choice for acquiring, analyzing and managing complex genetic
information in order to improve the diagnosis, monitoring and treatment of disease. The Company's GeneChip system consists of disposable DNA probe
arrays containing gene sequences on a chip, reagents for use with the probe arrays, a scanner and other instruments to process the probe arrays, and
software to analyze and manage genetic information.
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,
including statements regarding the Company'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 for Affymetrix from those projected, including, but not limited to, uncertainties relating to
technological approaches, product development, manufacturing, and market acceptance, uncertainties related to cost and pricing of Affymetrix products,
dependence on collaborative partners, uncertainties relating to sole source suppliers, uncertainties relating to FDA and other regulatory approvals,
competition, risks relating to intellectual property of others and the uncertainties of patent protection and litigation. These and other risk factors are
discussed in Affymetrix' Annual Report on Form 10-K for the year ended December 31, 1998 and 10-Q for the quarter ended June 30, 1999 and Form S-3
filed July 12, 1999, as amended. 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' expectations with regard thereto or any change in events, conditions, or
circumstances on which any such statements are based. Further information regarding the contemplated merger and regarding Affymetrix and GMS will be
set forth in Affymetrix' Registration Statement on Form S-4 to be filed in connection with the contemplated merger. Affymetrix, GeneChip and the
Affymetrix logo are registered trademarks used by Affymetrix, Inc.
SOURCE: Affymetrix, Inc. |
