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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
Contact: AFFYMETRIX, INC. NEOMORPHIC, INC.
Edward M. Hurwitz Cyrus L. Harmon
Vice President and President and
Chief Financial Officer Chief Executive Officer
(408) 731-5000 (510) 981-8500
Anne Bowdidge Holly Hartz
Director of Investor Relations Director, External
(408) 731-5925 Communications
(510) 981-8560
AFFYMETRIX ANNOUNCES DEFINITIVE MERGER AGREEMENT WITH NEOMORPHIC, INC.
ACQUISITION OF PRIVATELY HELD COMPUTATIONAL GENOMICS COMPANY WILL ACCELERATE
COMMERCIALIZATION OF DNA INFORMATION TECHNOLOGIES
COMBINATION WILL PROVIDE RESEARCHERS WITH THE MOST COMPLETE VIEW OF
THE HUMAN GENOME
SANTA CLARA AND BERKELEY, CA, OCTOBER 2, 2000 - Affymetrix, Inc. (Nasdaq: AFFX)
announced today that it has entered into a definitive agreement to acquire
Neomorphic, Inc., a privately-held, internationally recognized computational
genomics company.
Neomorphic and Affymetrix will focus on integrating and applying their
computational genomics and bioinformatics capabilities to develop new
products based on information from the Human Genome Project and from the
genomes of model organisms such as mouse, rat, DROSOPHILA and ARABIDOPSIS. It
is anticipated that products resulting from this effort will include whole
genome, high-density GeneChip-Registered Trademark- arrays, new data analysis
tools and a series of internet-accessible information products.
"Affymetrix and Neomorphic will combine their expertise to accelerate the
commercialization of the next generation of chip and information products for
the human genome and other model organisms," said Susan E. Siegel, President of
Affymetrix. "The real winners in this acquisition will be our customers, who
will have a more comprehensive view of key genomes than has previously been
available, along with powerful new tools to interpret and understand the
assembled genomic information, " Ms. Siegel said.
"Neomorphic's genome annotation tools enable us to identify and characterize
substantially all of the genes in a given genome," said Cyrus Harmon, President
and Chief Executive Officer of Neomorphic. "By joining forces with Affymetrix,
we unite our proven scientific approaches to understanding genomics with
industry leading tools for generating high-quality genomic information.
Together, we will generate complete, comprehensive views of important genomes on
high density DNA arrays and make vital content available to scientists
worldwide."
With the addition of Neomorphic, Affymetrix will strengthen its market
leadership position in the DNA array field and gain a number of significant
strategic advantages including:
- ACCELERATED INTRODUCTION OF NEW GENECHIP ARRAYS AND COMPLEMENTARY
INFORMATION PRODUCTS. Affymetrix and Neomorphic researchers will work
together to assemble and annotate the genomes of the major model organisms
- human, mouse, rat and DROSOPHILA - and commercialize the next generation
of whole genome GeneChip arrays for each of these important organisms.
- A NEW LEVEL OF CONNECTIVITY FOR CUSTOMERS. Affymetrix customers will have
"click through" Internet access from their array results to the underlying
biological information, providing greater ease of use and enhanced
functionality.
- NEW INFORMATION AND SOFTWARE PRODUCTS THAT WORK IN CONJUNCTION WITH
AFFYMETRIX HIGH-DENSITY ARRAYS. Affymetrix will provide customers with new
tools that
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increase researchers' ability to manage, analyze and comprehend the
ever-increasing quantities of genomic data.
Under the terms of the agreement, Affymetrix will issue approximately 1.4
million shares of its stock in exchange for all of Neomorphic's outstanding
shares and the assumption of all of Neomorphic's outstanding stock options. The
transaction will be accounted for as a purchase transaction, and is expected to
close in the fourth quarter of 2000, subject to customary closing conditions.
Affymetrix has agreed to register the resale of the Affymetrix stock issued in
the transaction following the closing. The number of shares of Affymetrix stock
to be issued in the transaction may be increased or decreased depending on
Affymetrix' stock performance prior to the effective date of the registration
statement. In lieu of any such increase in the number of shares of Affymetrix
stock to be issued in the transaction, Affymetrix has the option of paying cash
in an aggregate amount not to exceed $20 million.
Neomorphic, headquartered in Berkeley, CA, uses proprietary software algorithms
and computing infrastructure to analyze, assemble and annotate genomic and
expressed gene sequence data. Neomorphic's bioinformatics capabilities have been
demonstrated in several scientific settings, including the DROSOPHILA annotation
jamboree sponsored by Celera Genomics, and the Genome Annotation Assessment
Project. Through these efforts, Neomorphic demonstrated that its tools are the
most accurate at identifying genes and other regulatory regions within genomic
sequence. Neomorphic's work with its collaborators on the fruit fly annotation
project was published in the March 24, 2000 issue of SCIENCE and in the April,
2000 issue of GENOME RESEARCH. Neomorphic's clients include many leaders in the
pharmaceutical and genomics fields such as Celera Genomics, Millennium
Pharmaceuticals, Inc., Monsanto Company and The Institute for Genomic Research.
Affymetrix is a leader in developing and commercializing systems to acquire,
analyze and manage complex genetic information in order to improve the
quality of life. The Company's GeneChip-Registered Trademark- 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. The
Company's spotted array system enables individual researchers to create and
analyze custom microarrays on an easy-to-use, cost efficient platform.
Additional information on Affymetrix and GeneChip technology can be found at
www.affymetrix.com.
Investors may listen to Affymetrix' management discuss this announcement by
dialing domestic: 800-840-6219; international: 212-346-0162; passcode - 1959 on
Monday, October 2, from 7:30-9:00am PDT. A replay of this call will be available
for 72 hours, domestic: 800-633-8284; international: 858/812-6440; passcode -
16488104.
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 as amended, including statements regarding Affymetrix'
"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, market acceptance, personnel retention, equity
dilution, uncertainties related to the ability to realize benefits from
acquisitions, 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, 1999 and other SEC reports, including its Quarterly Reports on Form
10-Q for subsequent quarterly periods. 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. Affymetrix, GeneChip and
the Affymetrix logo are registered trademarks used by Affymetrix, Inc.
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