- Current report filing (8-K)
November 13 2008 - 4:27PM
Edgar (US Regulatory)
Table of
Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO
SECTION 13 OR 15(D) OF THE
SECURITIES
AND EXCHANGE ACT OF 1934
Date of report
:
November 11,
2008
(Date of earliest event
reported)
AFFYMETRIX, INC.
(Exact name of registrant as specified in charter)
Delaware
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0-28218
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77-0319159
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification
No.)
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3420 Central Expressway
Santa Clara, California 95051
(Address of principal executive offices and zip code)
Registrants telephone
number, including area code: (
408) 731-5000
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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o
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Table of
Contents
Item 1.01
Entry into a Material Definitive Agreement.
On
November 11, 2008, Affymetrix, Inc. (Affymetrix) entered into an
Agreement and Plan of Merger (the Merger Agreement) with Panomics, Inc.
(Panomics) and the representative of the equityholders of Panomics, pursuant
to which a wholly owned subsidiary of Affymetrix will be merged with and into
Panomics, with Panomics surviving as a wholly owned subsidiary of
Affymetrix. Affymetrix will pay
approximately $73 million in cash to acquire Panomics, subject to certain
adjustments as provided in the Merger Agreement, based upon the amount of
Panomicss transaction expenses and the amount of Panomicss net cash at the
closing of the transaction. A portion of
the purchase price will be placed in escrow and will be paid to Affymetrix or
to Panomics equityholders based on any claims for indemnification by Affymetrix
during the escrow period. The
transaction is expected to close in the fourth quarter of 2008 and is subject
to customary closing conditions and regulatory approvals.
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Table of
Contents
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned, hereunto
duly authorized.
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AFFYMETRIX, INC.
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Dated:
November 12, 2008
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By:
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/s/ John F. (Rick) Runkel
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John F. (Rick) Runkel
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Executive Vice President, General Counsel
and Secretary
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