Acquisition of Affymetrix a make-whole change under 4% convertibles

By Wendy Van Sickle

Columbus, Ohio, March 31 – The completion of Affymetrix, Inc.’s acquisition by Thermo Fisher Scientific Inc., which was announced Thursday, constituted a make-whole fundamental change under Affymetrix’s 4% convertible senior notes due 2019, according to a press release.

The effective date of the make-whole fundamental change is March 31.

As a result, the notes are now convertible. The payment during the make-whole fundamental change period, which runs from March 31 through April 29, will be the conversion rate increased by an additional 2.8219 Affymetrix shares per $1,000 principal amount, or $2,419.95 in cash.

As part of the closing of the acquisition, the convertibles were amended so that they convert into the cash equivalent based on the price paid for the shares in the acquisition.

In addition, holders will be able to put the convertibles back to the company at par plus accrued interest on May 2.

The convertibles are governed by the first supplemental indenture dated June 25, 2012 between Affymetrix and Bank of New York Mellon Trust Co., NA.

Affymetrix manufactures DNA microarrays and is based in Santa Clara, Calif. It was acquired by Waltham, Mass.-based science technology company Thermo Fisher for $14.00 per share in cash, for a total price of about $1.3 billion.

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