Notable Mergers and Acquisitions of the Day 11/30: (AFFX) (SWKS)/(AATI) (CYOU)/(SOHU)

• Affymetrix, Inc., (Nasdaq: AFFX) signed a definitive agreement to acquire eBioscience, Inc.
  
  Under the terms of the agreement, Affymetrix will acquire eBioscience for $330 million in cash subject to certain customary adjustments.
  
  The transaction is subject to customary closing conditions and is expected to close late in Q411.
  
  eBioscience is a privately-held San Diego, CA-based company with an industry-leading position in flow cytometry and immunoassay reagents for immunology and oncology research and diagnostics.
  
  The transaction will be funded using a combination of roughly 50% cash-on-hand and 50% committed debt to avoid dilution and maximize value to shareholders.
  
  Affymetrix has obtained a fully underwritten senior secured financing commitment in the amount of $190 million (including a $20 million revolving credit facility) led by administrative agent GE Capital, Healthcare Financial Services and including, as lenders, Silicon Valley Bank, CIT Healthcare LLC and CIT Bank. Affymetrix will be required to retain cash-on-hand of approximately $95 million to cover its outstanding convertible debt that can be put to the Company in January of 2013. GE Capital Markets, Silicon Valley Bank and CIT Capital Securities LLC will serve as joint lead arrangers and bookrunners for the transaction.
  
  Houlihan Lokey, Inc. is acting as exclusive financial advisor to Affymetrix and Davis Polk & Wardwell LLP is acting as legal counsel to Affymetrix in the transaction. Jefferies & Company, Inc. is acting as exclusive financial advisor to eBioscience and DLA Piper LLP is acting as eBioscience's legal counsel in the transaction.
  
  
• Skyworks Solutions, Inc. (Nasdaq: SWKS) and Advanced Analogic Technologies, Inc. (Nasdaq: AATI) today announced that the two companies have amended their previously announced merger agreement. Under the terms of the revised merger agreement, Skyworks will acquire all of the outstanding shares of AnalogicTech for $5.80 per share in cash through a tender offer that Skyworks intends to commence within seven business days. The companies expect the transaction to be completed in January 2012.
  
  Skyworks intends to finance the tender offer with cash on hand. The tender offer will not be subject to financing and, among other things, will be conditioned upon a majority of the shares of AnalogicTech common stock outstanding being tendered and no injunctions being issued prohibiting the offer or the merger. AATI has addressed and satisfactorily clarified all issues previously raised by Skyworks. As part of the settlement, the companies have agreed to voluntarily dismiss the claims asserted against each other in the Delaware Chancery Court. Skyworks and AnalogicTech have mutually determined that their respective claims were insignificant in light of the overall value of the transaction.
  
  Skyworks expects the transaction to be earnings accretive in FY12 post synergies and will provide more information during its first fiscal quarter 2012 earnings conference call to be held in January 2012.
  
  In light of the revised merger agreement, AnalogicTech’s Annual Meeting of Stockholders, that was previously scheduled to be held on December 16, 2011, has been postponed until further such notice.
  
  
• Changyou.com Limited (Nasdaq: CYOU), and its majority shareholder, Sohu.com Inc. (Nasdaq: SOHU), announced that on November 29, 2011 they entered into a definitive agreement for Changyou to acquire from Sohu the business of 17173.com.. 17173.com is widely regarded as an authoritative source of news for a wide variety of games.
  
  Under the Transaction Agreement, Changyou will acquire from Sohu all assets associated with the 17173 Business for fixed cash consideration of $162.5 million. The transaction is expected to close in December 2011, subject to customary closing conditions specified in the Transaction Agreement. In connection with the Transaction Agreement, Sohu and Changyou have revised their existing non-competition agreement to provide Sohu's agreement not to compete with Changyou in the 17173 Business for a period of five years after the closing under the Transaction Agreement.
  
  Separately, Changyou and Sohu have entered into a services agreement and an online links and advertising agreement, pursuant to which Sohu will provide specified technical support and links and advertising space to Changyou, including the provision and maintenance of the user log-in system, information management system and virtual currency payment system. The Services and Advertising Agreements will provide for a term of twenty-five years for the virtual current payment system services, and an initial term of three years for all the other relevant services and links and advertising space and will involve aggregate fees to Sohu of approximately $30 million. Under the Services and Advertising Agreements, Changyou may renew certain rights for a subsequent term of twenty-two years, and may obtain a perpetual software license in respect of the information management system and user log-in system following the expiration of the three-year term, subject to Changyou's payment to Sohu of additional fees of up to approximately $5 million in aggregate.

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