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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/X/ Soliciting Material Pursuant to Section 240.14a-12
THE INVITROGEN CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Information Concerning Participants
Invitrogen Corporation (the "Company") and certain other persons named below
may be deemed to be participants in the solicitation of proxies of the
Company's stockholders to approve the proposed mergers between the Company
and Dexter Corporation and the Company and Life Technologies, Inc. The
participants in this solicitation may include the directors of the Company:
Lyle C. Turner, James R. Glynn, Lewis J. Shuster, David E. McCarty, Donald W.
Grimm, Kurt R. Jaggers, Bradley G. Lorimer and Jay M. Short; as well as the
following executive officers of the Company: Lyle C. Turner, Chief Executive
Officer; James R. Glynn, Chief Financial Officer; and Warner Broaddus,
General Counsel. As of the date of this communication, the directors and
executive officers of the Company beneficially own in the aggregate
approximately 19.7% of the Company's common stock. Additional information
about the directors and executive officers of the Company is included in the
Company's Proxy Statement for its 2000 Annual Meeting of Stockholders filed
with the SEC on March 14, 2000, and will be included in the joint proxy
statements/prospectuses and other relevant documents concerning the proposed
transaction to be filed by the Company, Invitrogen and Dexter with the SEC.
INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES
AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ON THE PROPOSED TRANSACTION. Investors
will be able to obtain the documents free of charge at the SEC's website
(www.sec.gov). In addition, documents filed with the SEC by Invitrogen will
be available free of charge by contacting Invitrogen Corporation, Cheri
Manis, 1600 Faraday Avenue, Carlsbad, California, 92008, (760) 603-7200.
INVESTORS SHOULD READ THE PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN IT BECOMES
AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION.
THE FOLLOWING IS A PRESS RELEASE ISSUED ON JULY 9, 2000
INVITROGEN TO COMBINE WITH LIFE TECHNOLOGIES
ENHANCES GLOBAL LEADERSHIP POSITION IN FAST-GROWING LIFE SCIENCE RESEARCH
MARKET -- RAPID GROWTH EXPECTED FOLLOWING COMPLETION OF HUMAN
GENOME SEQUENCE
SAN DIEGO, CALIFORNIA AND ROCKVILLE, MARYLAND, JULY 9, 2000 - Invitrogen
Corporation (NASDAQ: IVGN) and Life Technologies, Inc. (OTC BB: LTEK) announced
today that they have entered into definitive merger agreements under which
Invitrogen will acquire all of the outstanding shares of both Life Technologies,
one of the world's leaders in molecular biology and cell culture supplies for
the life science industry, and Dexter Corporation (NYSE: DEX), which currently
owns approximately 75% of Life Technologies' outstanding stock. The boards of
Invitrogen, Dexter and Life Technologies have unanimously approved the
transactions. The Life Technologies board acted upon the recommendation of a
special committee appointed to
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represent the interests of the public minority shareholders. The combined
transactions have a total equity value of approximately $1.9 billion, to be
paid in a combination of cash and Invitrogen stock.
The combined transactions are expected to close simultaneously in the fall of
2000. Invitrogen and Dexter will have sufficient cash to satisfy the terms of
the transaction following completion of Dexter's previously announced asset
sales. Both transactions will be accounted for as purchases and will be
immediately accretive to Invitrogen's cash earnings per share.
This combination creates a leading company in life sciences and genomics with
annual revenues in excess of $500 million and approximately $100 million in
operating cashflow. The transaction will make Invitrogen a premier products
provider for molecular biology research, particularly gene cloning, expression,
and analysis -- key techniques in deciphering the human genome sequence, which
was recently completed.
The combination of Invitrogen and Life Technologies results in the following
strategic and revenue growth opportunities:
- Further enhance leadership position in the rapidly growing life science
market; growth in this market is anticipated to rapidly accelerate
following the recent completion of the human genome sequence;
- Develop proprietary expression systems, host cell lines, and growth
media for the manufacture of cloned proteins, targeting the $3 billion
molecular and cell biology market;
- Leverage extensive combined proprietary technology portfolio of over
200 issued and pending patents and over 300 licenses;
- Combine technologies to create an operating system to become an
industry standard for conventional and high-throughput gene cloning and
expression;
- Accelerate new product development by joining worldwide R&D resources
totaling more than 280 professionals;
- Catalog and distribute full-length gene clones; and
- Utilize a substantially larger revenue and cashflow base to enhance
ability to identify, pursue and finance future acquisitions.
Under the terms of the agreements, Invitrogen will acquire all of the
outstanding common stock of Dexter for $62.50 per share or approximately $1.5
billion and all of the outstanding common stock of Life Technologies, other than
the shares held by Dexter, for $60.00 per share or approximately $400 million.
The consideration will consist of Invitrogen common stock and cash. The maximum
cash available is approximately $410 million for Dexter shareholders and
approximately $105 million for Life Technologies shareholders, or 28% of the
aggregate merger consideration for each company.
Dexter shareholders who elect to receive stock will receive between 1.0417 and
0.7813 shares of Invitrogen common stock per Dexter share and Life Technologies
shareholders who elect to receive stock will receive between 1.0000 and 0.7500
shares of Invitrogen common stock per Life Technologies share. The ratio will be
determined based on the average closing price of
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Invitrogen's common stock for the 20 consecutive trading days ending three
days prior to the shareholder meetings to approve the transactions.
Mr. Lyle C. Turner, chairman and chief executive officer of Invitrogen, said,
"This combination creates a new global leader in molecular biology research and
services. Together, Invitrogen and Life Technologies will have substantial
growth opportunities by offering a comprehensive product line in gene cloning,
expression and analysis. In particular, we will combine Invitrogen's TOPO/TA and
Echo cloning technology, Life Technologies' cDNA and GATEWAY-TM- cloning
technology, and the industry's broadest line of expression vectors into an
integrated operating system for gene cloning and expression. This system will
also provide a complete platform for high-throughput gene discovery. Through
this product offering, we will not only be able to drive our leadership position
in the high growth gene cloning and expression market, but also be able to cross
sell our complete range of molecular biology products and services into our
combined customer base.
"Beyond the significant near-term product growth opportunities created by this
transaction, we expect to augment our proven ability to rapidly develop
additional high growth, proprietary product lines, by leveraging the combined
resources of our 280 R&D personnel. In addition, we believe that integrating our
worldwide distribution and marketing infrastructure, which will include over 300
sales professionals and over 60 technical support representatives, will create a
significant advantage in serving our customers. We believe that the addition of
Life Technologies' global manufacturing network, with facilities in North
America, Europe, New Zealand and Japan will provide significant advantages in
delivering product to our customers, rapidly introducing new products and
supporting our growing product line," Mr. Turner continued.
Dr. J. Stark Thompson, president and chief executive officer of Life
Technologies, said, "Joining forces with Invitrogen is a great opportunity for
Life Technologies and its employees. Employees will have the opportunity to be a
part of a combined dynamic organization with greater scale and resources.
Shareholders will have the opportunity to participate in the upside of this
exciting combination. Leveraging the complementary strengths of Invitrogen and
Life Technologies will create a range of new growth opportunities for our
combined company."
Mr. K. Grahame Walker, chairman of Dexter and Life Technologies and chief
executive officer of Dexter, said, "Dexter has not only delivered on its
commitment to maximize value to Dexter shareholders in the short-term, but has
ensured an excellent strategic fit for the Life Technologies business."
Mr. Lyle C. Turner will serve as chairman and chief executive officer of the
combined company. Dr. J. Stark Thompson will continue to serve as president and
chief executive officer of the Life Technologies division, will hold a senior
executive position with Invitrogen, and will join the Invitrogen board. In
addition, Mr. Thomas Adams, Ph.D., presently a member of the Life Technologies
board, will also join the Invitrogen board. Mr. K. Grahame Walker will retire
from the boards of Life Technologies and Dexter upon the closing of the
transactions. The combined company will use the Invitrogen name and will be
headquartered in San Diego, California. Life
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Technologies will continue to operate under its name as a division of
Invitrogen and will retain its headquarters in Rockville, Maryland.
On June 20, 2000, Dexter announced that it had signed two definitive sales
agreements for a total of $675 million in cash, one covering its electronic
materials, adhesives and polymer systems businesses and the other covering its
nonwoven materials business. The Invitrogen transactions are conditioned on the
closing of those sales. After the repayment of Dexter's outstanding debt, the
remaining proceeds from these sales will be utilized by Invitrogen as part of
the cash consideration, as necessary. On the completion of these transactions,
Dexter's primary asset will be its 75% ownership position in Life Technologies.
The mergers are conditioned, among other things, upon the approval of the
shareholders of Dexter (two-thirds of outstanding), Life Technologies, Inc. (67
percent of outstanding) and Invitrogen (a majority of outstanding); the closing
of the previously announced pending sales of Dexter's chemical businesses; and
other customary conditions. Dexter will vote its 75% ownership position in favor
of the Life Technologies transaction. In addition, each transaction is
conditioned on the closing of the other and there is no financing condition.
Invitrogen noted that Dexter is in the process of divesting its coatings
business. Invitrogen fully supports this divestiture, but its acquisition of
Dexter is not conditioned upon completing the sale of that business prior to
closing.
Donaldson, Lufkin & Jenrette acted as financial advisor to Invitrogen and Gray
Cary Ware & Freidenrich LLP provided legal counsel. Lehman Brothers acted as
financial advisor to Dexter and Skadden, Arps, Slate, Meagher & Flom LLP
provided legal counsel. The Life Technologies special committee was advised by
Credit Suisse First Boston and Wachtell, Lipton, Rosen & Katz.
Invitrogen develops, manufactures and markets research tools in kit form and
provides other research products and services to corporate, academic and
government entities. These research kits simplify and improve gene cloning, gene
expression and gene analysis techniques and are used for genomics and gene-based
drug discovery, among other molecular biology activities. Founded in 1987,
Invitrogen is headquartered in San Diego, California and also has operations in
Huntsville, Alabama; Groningen, Netherlands; and Heidelberg, Germany.
Life Technologies, Inc. provides essential technologies needed by the
biotechnology and biopharmaceutical communities. The company manufactures and
markets a breadth of offerings unique in the industry, used in applications of
the life sciences discovery, development, and production process. The offerings
range from catalog and custom products to technology licensing, research
services, large-scale production, and life science technical expertise and
support. With operations in more than 20 countries and distributor relationships
in 40 more, the company serves customers in universities, public and private
research institutions, and biotechnology and pharmaceutical companies. The
company employs over 2,000 at its worldwide locations.
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Dexter Corporation is a global specialty materials supplier with three operating
segments: life sciences, nonwovens and specialty polymers. The company supplies
specialty materials to the aerospace, electronics, food packaging and medical
markets.
Certain statements contained in this press release are considered
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995, such as statements relating to development and
increased flow of new products, leveraging technology and personnel, advanced
opportunities, creation of new standards and new delivery platforms which are
prospective. Such forward-looking statements are subject to a number of risks,
uncertainties and other factors that could cause actual results to differ
materially from future results expressed or implied by such forward-looking
statements. Potential risk and uncertainties include, but are not limited to,
approval of the mergers, satisfaction of the conditions to closing including the
divestiture of Dexter's chemicals businesses, successful combination of the
operations of the two companies and previously-acquired companies, retention of
key personnel, the ability to manage growth, successful development and
commercialization of new products and services, continued identification,
development and licensing of new technology, competition and other risks and
uncertainties detailed from time to time in Invitrogen's filings with the
Securities and Exchange Commission.
ADDITIONAL INFORMATION
INFORMATION REGARDING THE IDENTITY OF THE PERSONS WHO MAY, UNDER SEC
RULES, BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF STOCKHOLDERS OF
INVITROGEN, LIFE TECHNOLOGIES AND DEXTER IN CONNECTION WITH THE PROPOSED
MERGERS, AND THEIR INTERESTS IN THE SOLICITATION, ARE SET FORTH IN A SCHEDULE
14A FILED ON THE DATE OF THIS PRESS RELEASE WITH THE SEC. INVITROGEN, LIFE
TECHNOLOGIES AND DEXTER WILL BE FILING JOINT PROXY STATEMENTS/PROSPECTUSES AND
OTHER RELEVANT DOCUMENTS CONCERNING THE PROPOSED TRANSACTION WITH THE U.S. SEC.
INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES
AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ON THE PROPOSED TRANSACTION. INVESTORS WILL BE
ABLE TO OBTAIN THE DOCUMENTS FREE OF CHARGE AT THE SEC'S WEBSITE (www.sec.gov).
IN ADDITION, DOCUMENTS FILED WITH THE SEC BY INVITROGEN MAY BE OBTAINED FREE OF
CHARGE BY CONTACTING INVITROGEN CORPORATION, CHERI MANIS, 1600 FARADAY AVENUE,
CARLSBAD, CALIFORNIA, 92008, (760) 603-7200. DOCUMENTS FILED WITH THE SEC BY
LIFE TECHNOLOGIES WILL BE AVAILABLE FREE OF CHARGE BY CONTACTING LIFE
TECHNOLOGIES, INC., C. ERIC WINZER, LIFE TECHNOLOGIES, INC., 9800 MEDICAL CENTER
DRIVE, P.O. BOX 6482, ROCKVILLE, MARYLAND 20850, (301) 610-8800. DOCUMENTS FILED
WITH THE SEC BY DEXTER WILL BE AVAILABLE FREE OF CHARGE BY CONTACTING DEXTER
CORPORATION, ONE ELM STREET, WINDSOR LOCKS, CONNECTICUT 06096, ATTENTION:
INVESTOR RELATIONS, (860) 292-7675. INVESTORS SHOULD READ THE PROXY
STATEMENT/PROSPECTUS CAREFULLY WHEN IT BECOMES AVAILABLE BEFORE MAKING ANY
VOTING OR INVESTMENT DECISION.
Note to Editors: For more information about Invitrogen or Life
Technologies visit the companies' websites at www.invitrogen.com and
www.lifetechnologies.com.
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CONTACTS FOR INVITROGEN:
INVESTORS:
Name: James Glynn
Phone: (760) 603-7205
MEDIA:
Name: Dan Katcher and Josh Silverman
Joele Frank, Wilkinson Brimmer Katcher
Phone: (212) 355-4449
CONTACTS FOR LIFE TECHNOLOGIES:
INVESTORS AND MEDIA:
Name: C. Eric Winzer
Phone: (301) 610-8800
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