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Affymetrix nabs eBioscience for $330 million
by Kelsey Kaustinen  |  Email the author


SANTA CLARA, Calif.Affymetrix, Inc. and eBioscience, Inc. have announced the signing of a definitive agreement under which Affymetrix will acquire privately-held eBioscience for a price of $330 million in cash, subject to certain customary adjustments. Affymetrix will fund the transaction through a combination of roughly 50 percent cash-on-hand and 50 percent committed debt, and the company plans to maintain eBioscience's management team and operations in San Diego. The acquisition is subject to customary closing conditions, and the transaction is expected to be complete in the fourth quarter of 2011.  
"The acquisition of eBioscience is transformational for our business, and we are enthusiastic about the opportunities it creates," Dr. Frank Witney, president and chief executive officer of Affymetrix, said in a press release. "With eBioscience, Affymetrix will significantly expand its addressable markets by adding an industry-leading portfolio of cell-based and immunoassays. These new products are a critical part of our customers' workflow in our key target markets of translational medicine, oncology, and immunology. We believe that these markets represent a nearly three billion dollar annual opportunity, which will put Affymetrix on a solid path to sustained growth and profitability. We look forward to welcoming the eBioscience team to the Affymetrix family."  
Based in San Diego, eBioscience holds a position as an industry leader in flow cytometry and immunoassay reagents for immunology and oncology research and diagnostics. eBioscience has products in areas of application such as flow cytometry and multiplexing, and in areas of biology such as angiogenesis, immunology, stem cell biology, metabolism and transcription factors, as well as cell, bone and cancer biology.
"The combination of Affymetrix and eBioscience has significant benefits," Tim Barabe, executive vice president and chief financial officer of Affymetrix, said in a press release. "With 2011 sales expected to exceed $70 million, gross margins in excess of 70% and EBITDA margin of approximately 30%, eBioscience makes Affymetrix a much stronger company, both operationally and financially. The purchase price represents approximately 4.5 times 2011 revenue and 14 times 2011 EBITDA."
Affymetrix has obtained a fully underwritten senior secured financing commitment of $190 million, which includes a $20 million revolving credit facility. This was led by administrative agent GE Capital, Healthcare Financial Services and, as lenders, Silicon Valley Bank, CIT Healthcare LLC and CIT Bank. Affymetrix will have to retain cash-on-hand to the tune of approximately $95 million to cover its outstanding convertible debit that can be put to the company in January 2013. the joint lead arragners and bookrunners for the transaction will be GE Capital Markets, Silicon Valley Bank and CIT Securities LLC.  
The acquisition of eBioscience will allow Affymetrix to supplement and further develop its molecular diagnostics business, in addition to diversifying its revenues to aid in complementing its genomics franchise. Affymetrix's product portfolio will see an increase with the addition of multicolor flow cytometry reagents, as well as a broad spectrum of reagents for the analysis of cytokines, growth factors and soluble proteins. Affymetrix expects an expansion of opportunities for Panomics RNA and protein analysis products, and also anticipates that the acquisition will result in growth and commercial opportunities in post-genomic applications such as oncology, stem cell biology, diagnostics, immunology and cell biology.  
"This transaction places Affymetrix at the forefront of immunology and oncology, two of the fastest growing segments of molecular and translational medicine," Dr. Stephen P.A. Fodor, founder and chairman of Affymetrix, said in a press release. "eBioscience complements our traditional businesses of genomics and cytogenetics, and dramatically strengthens our foundation in molecular diagnostics."  
Houlihan Loky, Inc. was brought on by Affymetrix to act as its exclusive financial advisor for the transaction, with Davis Polk & Wardwell LLP brought on as legal counsel. For its part, eBioscience brought on Jeffries & Co., Inc. as its exclusive financial advisor and DLA Piper LLP as its legal counsel.
Code: E11301101



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