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Filed by Molecular Devices Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rules 14a-12 of the
Securities Exchange Act of 1934
Subject Company: Molecular Devices Corporation
Corporation Commission File No.: 0-27316
Subject Company: LJL BioSystems, Inc.
Corporation Commission File No.: 0-23647
PRESS RELEASE
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Contact: Tim Harkness Contact: Larry Tannenbaum
CFO/Vice President Finance CFO/Senior Vice President
Molecular Devices Corporation LJL BioSystems, Inc.
(408) 747-3533 (408) 548-0542
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MOLECULAR DEVICES AND LJL BIOSYSTEMS AGREE TO MERGE
MERGER WOULD CREATE A LEADING PROVIDER OF DRUG DISCOVERY SOLUTIONS
TO THE LIFE SCIENCES INDUSTRY
SUNNYVALE, CA - JUNE 8, 2000 - Molecular Devices Corporation (Nasdaq: MDCC) and
LJL BioSystems, Inc. (Nasdaq: LJLB) today announced the signing of a definitive
merger agreement. Under the terms of the agreement, each share of LJL BioSystems
common stock would convert into 0.30 of a share of common stock of Molecular
Devices.
The combined company would address the significant and expanding needs of drug
discovery from SNP genotyping and assay development to high throughput screening
and pre-clinical testing. The combined enterprise would bring together a
powerful, broad set of complementary technologies for the life sciences
industry. Together, the companies have an installed base of over 15,000 systems
and products at all of the world's largest pharmaceutical and biotechnology
companies.
"We are excited by the exceptional opportunities facing a combined enterprise.
Together we would have the technical and managerial leadership, strategic focus
and critical mass to better meet the challenges facing pharmaceutical,
biotechnology and genomics companies," commented Joseph D. Keegan, Ph.D.,
President and CEO of Molecular Devices.
"With the addition of LJL's technologies and products to the Molecular Devices'
family of products, we would offer an comprehensive array of solutions to meet
the performance needs and cost objectives of scientists. Together, we offer a
broad range of instruments, services and consumables to address our customers
needs, from entry-level instruments to fully automated and integrated HTS
solutions and from biochemical to information rich cellular assays. We would be
extremely well positioned to help improve drug development processes in the
search for novel new medicines. I look forward to working closely with the LJL
board and management team to achieve timely completion of this important and
exciting transaction, " further noted Keegan.
Lev J. Leytes, Chairman and CEO of LJL stated, "This merger comes at the right
time for both of our companies. It brings together two strong and successful
companies with complementary technologies,
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outstanding products and people, global and world-class sales and support
organizations and a shared commitment to providing innovative solutions to
accelerate and improve the drug discovery process."
The transaction is expected to be accounted for as a pooling of interests and to
be a tax-free reorganization. Completion of the transaction is subject to
customary closing conditions, including receipt of regulatory approvals and
approval by the stockholders of Molecular Devices and LJL BioSystems. The
parties expect to complete the transaction not later than the fourth calendar
quarter of this year.
It is anticipated that Molecular Devices would issue approximately 4.45 million
shares of its common stock in the transaction (valued at approximately $262.83
million based on the closing price of Molecular Devices' common stock on June 7,
2000) and assume options and warrants to acquire approximately 675,000
additional shares. As part of the transaction, it is anticipated that Lev J.
Leytes would join the Board of Directors of Molecular Devices. Joseph D. Keegan,
Ph.D. would continue as President, CEO and member of the Board of Directors of
Molecular Devices.
Molecular Devices was advised by ING Barings LLC in connection with this
transaction, and LJL BioSystems was advised by Gleacher & Co.
ABOUT MOLECULAR DEVICES
Molecular Devices Corporation is a leading developer of high-performance,
bioanalytical measurement systems that accelerate and improve drug discovery and
other life sciences research. Molecular Devices' systems enable pharmaceutical
and biotechnology companies to leverage advances in genomics and combinatorial
chemistry by facilitating the high throughput and cost effective identification
and evaluation of drug candidates. Molecular Devices' instrument systems are
based on its advanced core technologies which integrate its expertise in
engineering, molecular and cell biology and chemistry and are fundamental tools
for drug discovery and life sciences research. Additional information can be
found at www.moldev.com.
ABOUT LJL BIOSYSTEMS, INC.
LJL BioSystems designs, produces and sells infrastructure tools that accelerate
and enhance the process of discovering new drugs in the genomics and
post-genomics era. LJL BioSystems' products, including instruments and
consumables, are designed to provide flexible, cost-efficient, high throughput
solutions that can be used across all stages of the drug discovery process,
including screening and genotyping. Its worldwide customers include
pharmaceutical, biotechnology and genomics companies as well as research
institutions. Additional information can be found at www.ljlbio.com.
FORWARD LOOKING STATEMENTS
This press release contains "forward-looking" statements. For this purpose, any
statements contained in this press release that are not statements of historical
fact may be deemed to be forward-looking statements. Words such as "believes,"
"anticipates," "plans," "expects," "will," "would" and similar expressions are
intended to identify forward-looking statements. There are a number of important
factors that could cause the results of Molecular Devices or LJL BioSystems to
differ materially from those indicated by these forward-looking statements,
including, among others, risks detailed from time to time in the companys'
respective SEC reports, including each company's Annual Report on Form 10-K for
the year ended December 31, 1999, each company's Quarterly Report on Form 10-Q
for the quarter
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ended March 31, 2000, LJL BioSystems' Registration Statement on Form S-3/A filed
on March 29, 2000 and Molecular Dynamics' final prospectus for its recent public
offering filed on May 4, 2000. Additional factors that could cause or contribute
to such differences include, but are not limited to, risks relating to the
consummation of the contemplated acquisition transaction, including the risk
that required regulatory clearances or stockholder approvals might not be
obtained in a timely manner or at all. In addition, statements in this press
release relating to the expected benefits of the contemplated acquisition
transaction are subject to risks relating to the timing and successful
integration of the technologies and facilities of Molecular Devices and LJL
BioSystems, unanticipated expenditures, changing relationships with customers,
suppliers and strategic partners and other factors.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
Investors and security holders of both Molecular Devices and LJL BioSystems are
advised to read the joint proxy statement/prospectus regarding the potential
business combination transaction referred to above, when it becomes available,
because it will contain important information. Molecular Devices and LJL
BioSystems expect to mail a joint proxy statement/prospectus about the
transaction to their respective stockholders. This joint proxy
statement/prospectus would be filed with the Securities and Exchange Commission
by both companies. Investors and security holders may obtain a free copy of the
joint proxy statement/prospectus and other documents filed by the companies at
the Securities and Exchange Commission's web site at http://www.sec.gov. The
joint proxy statement/prospectus and such other documents may also be obtained
from Molecular Devices or LJL BioSystems by directing such requests to the
companies.
Molecular Devices and its officers and directors may be deemed to be
participants in the solicitation of proxies from Molecular Devices' stockholders
with respect to the transactions contemplated by the merger agreement.
Information regarding such officers and directors is included in Molecular
Devices' proxy statement for its 2000 annual meeting, filed with the Securities
and Exchange Commission. This document is available free of charge at the
Securities and Exchange Commission's web site at http://www.sec.gov and from
Molecular Devices.
LJL BioSystems and its officers and directors may be deemed to be participants
in the solicitation of proxies from stockholders of LJL BioSystems with respect
to the transactions contemplated by the merger agreement. Information regarding
such officers and directors is included in LJL BioSystems's Annual Report on
Form 10-K for the fiscal year ended December 31, 1999 and in its proxy statement
for its 2000 annual meeting, filed with the Securities and Exchange Commission.
This document is available free of charge at the Securities and Exchange
Commission's web site at http://www.sec.gov and from LJL BioSystems.
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