Faruqi & Faruqi, LLP Announces Filing of a Class Action Lawsuit Against Affymetrix, Inc.
Notice is hereby given that Faruqi & Faruqi, LLP has filed a class action lawsuit in the United States District Court for the Northern District of California, case no. 3:16-cv-00921, on behalf of shareholders of Affymetrix, Inc. (“Affymetrix” or the “Company”) (NasdaqGS:AFFX) who held Affymetrix securities on the record date, February 18, 2016, and have been harmed by Affymetrix’s and its board of directors’ (the “Board”) alleged violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) in connection with the proposed sale of the Company to Thermo Fisher Scientific Inc. (“Thermo Fisher”).
On January 8, 2016, the Company announced it had entered into a proposed merger (“Proposed Transaction”) under which Thermo Fisher will acquire all of the outstanding shares of Affymetrix through White Birch Merger Co., a newly formed subsidiary of the acquirer. The shareholder vote on the Proposed Transaction is expected to occur on March 31, 2016.
The complaint charges Affymetrix and the Board with violations of Sections 14(a) and 20(a) the Exchange Act.
Pursuant to the terms of the Proposed Transaction, which was unanimously approved by the Board, Affymetrix shareholders will receive $14 in cash per share for each share of Affymetrix they own. The complaint alleges that the preliminary proxy statement (the “Proxy”) filed with the Securities and Exchange Commission (“SEC”) on February 12, 2016 provides materially incomplete and misleading information about the Company and the Proposed Transaction, in violation of Sections 14(a) and 20(a) of the Exchange Act. The Proxy fails to provide Affymetrix’s shareholders with material information concerning the financial and procedural fairness of the Proposed Transaction. Specifically, the Proxy contains materially incomplete and misleading information, including: i) the financial analyses conducted by Morgan Stanley, financial advisor to the Affymetrix Board; ii) Morgan Stanley’s conflicts of interest; and iii) information related to Affymetrix’s financial projections.
Furthermore, according to the complaint, the Proposed Transaction includes a non-solicitation provision, a matching rights provisions, and a $55 million termination fee which essentially ensure that a superior bidder will not emerge, as any potential suitor will undoubtedly be deterred from expending the time, cost, and effort of making a superior proposal while knowing that Thermo Fisher can easily foreclose a competing bid.
If you wish to serve as lead plaintiff, you must move the Court no later than 60 days from today. Any member of the putative class may move the Court to serve as lead plaintiff through counsel of their choice, or may choose to do nothing and remain an absent class member. If you wish to discuss this action, or have any questions concerning this notice or your rights or interests, please contact Juan Monteverde by telephone at (877) 247-4292 or (212) 983-9330 or by email at firstname.lastname@example.org.
Please tell us about yourself by completing the form below and we will provide you with additional
information at no cost to you on how to join the Class Action.
* The submission of this form does not create an attorney-client relationship.
Juan E. Monteverde
Faruqi & Faruqi, LLP
685 Third Avenue 26th Floor
New York, NY 10017
Tel: (212) 983-9330
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