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Filed by Invitrogen Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Invitrogen Corporation, Life Technologies, Inc.
Commission File No.: 000-25317
PRESS CONTACT: INVESTOR RELATIONS CONTACT:
Dan Katcher and Josh Silverman James Glynn
Joele Frank, Wilkinson Brimmer Katcher Invitrogen Corporation
(212) 355-4449 (760) 603-7205
ANALYST RELATIONS CONTACT:
Jennifer Jarrett
Donaldson, Lufkin & Jenrette
(415) 249-2100
[LOGO]
INVITROGEN ANTICIPATES CASH EPS GROWTH IN THE RANGE OF 20 TO 25%
SAN DIEGO, CALIFORNIA, JULY 11, 2000 - Invitrogen Corporation (NASDAQ: IVGN)
chairman and chief executive officer Lyle C. Turner today reviewed the
compelling strategic and financial aspects of the Invitrogen / Life
Technologies, Inc. (OTC bulletin board: LTEK) transaction. Highlights of the
transaction include:
- Anticipated cash EPS growth for the combined company in the range of
20-25%;
- Immediate and significant accretion to cash earnings per share;
- Significantly higher cash EPS expected for the combined company for the
next five years than would have been possible on a standalone basis;
- Creation of a leading player in the molecular biology market with pro
forma 1999 revenues in excess of $500 million and EBITDA of
approximately $100 million;
- A worldwide distribution and marketing infrastructure, which will
include over 300 sales professionals and over 60 technical support
representatives;
- Opportunity to combine Invitrogen's TOPO/TA and ECHO Cloning Technology
and Life Technologies' CDNA and GATEWAY-TM- Cloning technology and the
industry's broadest line of expression vectors to create an integrated
operating system for gene cloning and expression;
- Ability to accelerate the combined companies' new product development
efforts by joining worldwide R&D resources totaling more than 280
professionals; and
- Opportunity to leverage an extensive combined proprietary technology
portfolio of over 200 issued and pending patents and over 300 licenses.
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.
-more-
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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.
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 projected growth
in cash earnings per share for the combined company, 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.
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NOTE TO EDITORS: FOR MORE INFORMATION ABOUT INVITROGEN OR LIFE TECHNOLOGIES
VISIT THE COMPANIES' WEBSITES AT www.invitrogen.com and
www.lifetechnologies.com.
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
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