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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
INVITROGEN / LIFE TECHNOLOGIES, INC.
TELECONFERENCE SCRIPT
MONDAY, JULY 10, 2000
analyst script
[LOGO]
ANALYST TELECONFERENCE SCRIPT
OPERATOR INTRODUCTION
MR. TURNER:
THANK YOU OPERATOR.
GOOD MORNING LADIES AND GENTLEMEN. THANK YOU SO MUCH FOR JOINING US THIS MORNING
TO DISCUSS OUR EXCITING NEWS.
BEFORE I BEGIN, LET ME INTRODUCE THE FOLKS WITH ME TODAY. JIM GLYNN, EXECUTIVE
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER OF INVITROGEN, AND DR. J. STARK
THOMPSON, PRESIDENT AND CHIEF EXECUTIVE OFFICER OF LIFE TECHNOLOGIES.
ALSO, THIS CONFERENCE CALL MAY CONTAIN STATEMENTS THAT ARE CONSIDERED
"FORWARD-LOOKING" WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM
ACT OF 1995. THE COMPLETE FORWARD LOOKING STATEMENT IS IN OUR PRESS RELEASE
ANNOUNCING THESE TRANSACTIONS AND IS UPDATED FROM TIME TO TIME IN THE COMPANIES'
SEC FILINGS.
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analyst script
AS YOU KNOW, YESTERDAY, WE ANNOUNCED THAT INVITROGEN, LIFE TECHNOLOGIES AND
DEXTER HAVE ENTERED INTO DEFINITIVE MERGER AGREEMENTS UNDER WHICH INVITROGEN
WILL ACQUIRE ALL OF THE OUTSTANDING SHARES OF BOTH LIFE TECHNOLOGIES AND DEXTER
CORPORATION. DEXTER CORPORATION CURRENTLY OWNS APPROXIMATELY 75% OF LIFE
TECHNOLOGIES' OUTSTANDING STOCK.
FOR THOSE OF YOU WHO AREN'T FAMILIAR WITH LIFE TECHNOLOGIES, IT IS ONE OF THE
WORLD'S LEADERS IN MOLECULAR BIOLOGY AND CELL CULTURE SUPPLIES FOR THE LIFE
SCIENCE INDUSTRY. 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. INVITROGEN WAS FOUNDED IN 1987. OUR HEADQUARTERS
ARE IN SAN DIEGO, CALIFORNIA AND WE ALSO HAVE OPERATIONS IN ALABAMA, THE
NETHERLANDS, AND GERMANY.
THE COMBINED TRANSACTIONS HAVE A TOTAL EQUITY VALUE OF APPROXIMATELY $1.9
BILLION, TO BE PAID IN A COMBINATION OF CASH AND INVITROGEN STOCK, AND ARE
EXPECTED TO CLOSE SIMULTANEOUSLY IN THE FALL OF 2000.
BOTH TRANSACTIONS WILL BE ACCOUNTED FOR AS PURCHASES AND WILL BE IMMEDIATELY
ACCRETIVE TO INVITROGEN'S CASH EARNINGS PER SHARE.
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analyst script
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.
WE KNOW LIFE TECHNOLOGIES WELL. WHEN WE FIRST SPOKE ABOUT THE POWER OF THIS
COMBINATION AT THE BEGINNING OF THIS YEAR WE ALL RECOGNIZED ITS POTENTIAL. I'M
GLAD TO BE HERE TODAY TO SHARE OUR ENTHUSIASM AND VISION FOR OUR COMBINED
FUTURE.
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. OUR TARGET MARKET HAS BEEN GROWING IN THE RANGE OF 25
TO 30% ANNUALLY FOR THE LAST FIVE YEARS. THIS MARKET IS POISED FOR EVEN MORE
RAPID EXPANSION DUE TO THE COMPLETION OF THE HUMAN GENOME SEQUENCE. WE BELIEVE
WE CAN ACCELERATE THE GROWTH RATE OF LIFE TECHNOLOGIES PRODUCTS AS A RESULT OF A
NUMBER OF STRATEGIC AND REVENUE GROWTH OPPORTUNITIES.
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analyst script
- FIRST, TOGETHER WE CAN FURTHER ENHANCE OUR LEADERSHIP POSITION IN THE
RAPIDLY GROWING LIFE SCIENCE MARKET. WE SERVE THAT BROAD MARKET FROM
THE LARGEST CORPORATE AND COMMERCIAL CUSTOMERS TO ACADEMIC AND
GOVERNMENT ENTITIES.
- WE INTEND FOR LIFE TECHNOLOGIES AND INVITROGEN TO DEVELOP PROPRIETARY
EXPRESSION SYSTEMS, HOST CELL LINES, AND GROWTH MEDIA FOR THE
MANUFACTURE OF CLONED PROTEINS. THIS ALONE TARGETS THE $3 BILLION
MOLECULAR AND CELL BIOLOGY MARKET;
- WE ARE UNIQUELY POSITIONED TO COMBINE OUR TECHNOLOGIES TO CREATE AN
OPERATING SYSTEM THAT WILL BE THE INDUSTRY STANDARD FOR CONVENTIONAL
AND HIGH-THROUGHPUT GENE CLONING AND EXPRESSION. 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.
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analyst script
- ALSO, WE WILL LEVERAGE OUR EXTENSIVE COMBINED PROPRIETARY TECHNOLOGY
PORTFOLIO OF OVER 200 ISSUED AND PENDING PATENTS AND OVER 300 LICENSES;
- 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.
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analyst script
AS FAR AS MANAGEMENT GOES, I WILL SERVE AS CHAIRMAN AND CHIEF EXECUTIVE OFFICER
OF THE COMBINED COMPANY. WE'RE DELIGHTED THAT STARK THOMPSON WILL CONTINUE TO
SERVE AS PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THE LIFE TECHNOLOGIES
DIVISION. HE WILL HOLD A SENIOR EXECUTIVE POSITION WITH INVITROGEN, AND WILL
JOIN THE INVITROGEN BOARD. I LOOK FORWARD TO WORKING WITH STARK AND HIS TEAM. IN
ADDITION, TOM ADAMS, PRESENTLY A MEMBER OF THE LIFE TECHNOLOGIES BOARD, WILL
ALSO JOIN THE INVITROGEN BOARD.
THE COMBINED COMPANY WILL USE THE INVITROGEN NAME AND WILL BE HEADQUARTERED IN
SAN DIEGO, CALIFORNIA. LIFE TECHNOLOGIES WILL CONTINUE TO OPERATE UNDER ITS NAME
AS A DIVISION OF INVITROGEN AND WILL RETAIN ITS HEADQUARTERS IN ROCKVILLE,
MARYLAND.
NOW LET ME TURN THE CALL OVER TO STARK.
J. STARK THOMPSON
THANK YOU LYLE. JOINING FORCES WITH INVITROGEN IS A GREAT OPPORTUNITY FOR LIFE
TECHNOLOGIES AND ITS EMPLOYEES. THIS IS THE RIGHT PARTNER AT THE RIGHT TIME.
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analyst script
LIFE TECHNOLOGIES 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 PROCESSES. 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.
TOGETHER WITH INVITROGEN WE WILL HAVE A BROAD RANGE OF PRODUCTS TO SERVE THE
GENOMICS INDUSTRY THAT HAS EXPERIENCED SUBSTANTIAL GROWTH AND IS POISED FOR
EXPLOSIVE GROWTH. SHAREHOLDERS WILL HAVE THE OPPORTUNITY TO PARTICIPATE IN THE
UPSIDE OF THIS EXCITING COMBINATION. EMPLOYEES WILL HAVE THE OPPORTUNITY TO BE A
PART OF A COMBINED DYNAMIC ORGANIZATION WITH GREATER SCALE AND RESOURCES.
LEVERAGING THE COMPLEMENTARY STRENGTHS OF INVITROGEN AND LIFE TECHNOLOGIES WILL
CREATE A RANGE OF NEW GROWTH OPPORTUNITIES FOR OUR COMBINED COMPANY."
NOW JIM WILL REVIEW SOME OF THE TERMS OF THE TRANSACTION.
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analyst script
JIM GLYNN
THANK YOU STARK.
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. THIS REPRESENTS
28% OF THE AGGREGATE MERGER CONSIDERATION FOR EACH COMPANY. EACH SHAREHOLDER MAY
ELECT TO RECEIVE EITHER ALL INVITROGEN STOCK OR A COMBINATION OF CASH AND STOCK.
THE DEFAULT CASH PAYOUT PERCENTAGE WILL BE 28%, BUT IF A NUMBER OF SHAREHOLDERS
ELECT TO RECEIVE ALL STOCK, HIGHER CASH PERCENTAGES MAY BE AVAILABLE.
AS FAR AS THE COLLAR GOES, IT HAS A RANGE OF $60 TO $80. IT IS OUTLINED IN THE
PRESS RELEASE AND WILL BE DETAILED IN OUR MERGER AGREEMENT THAT WILL BE FILED
SHORTLY. THE FINAL RATIO WILL BE DETERMINED BASED ON THE AVERAGE CLOSING PRICE
OF INVITROGEN'S COMMON STOCK FOR THE 20 CONSECUTIVE TRADING DAYS ENDING THREE
DAYS PRIOR TO THE SHAREHOLDER MEETINGS. WE INTEND TO COMPLETE THESE TRANSACTIONS
AS QUICKLY AS WE CAN AND WILL MAIL OUT THE PROXY/PROSPECTUS AS WE CAN GET IT
THROUGH THE SEC (HOPEFULLY 4 TO 6 WEEKS).
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analyst script
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. 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 ALL THREE COMPANIES. IT IS ALSO CONDITIONED UPON 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 LIFE
TECHNOLOGIES IN FAVOR OF THE TRANSACTION. IN ADDITION, EACH TRANSACTION IS
CONDITIONED ON THE CLOSING OF THE OTHER. THERE IS NO FINANCING CONDITION.
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analyst script
INVITROGEN AND DEXTER WILL HAVE SUFFICIENT CASH TO SATISFY THE TERMS OF THE
TRANSACTION FOLLOWING COMPLETION OF DEXTER'S PREVIOUSLY ANNOUNCED ASSET SALES.
DEXTER IS IN THE PROCESS OF DIVESTING ITS COATINGS BUSINESS. WE FULLY SUPPORTS
THIS DIVESTITURE, BUT THE DEXTER AND LIFE TECHNOLOGIES TRANSACTIONS ARE NOT
CONDITIONED UPON COMPLETING THE SALE OF THAT BUSINESS PRIOR TO CLOSING.
LET ME REITERATE, BOTH TRANSACTIONS WILL BE ACCOUNTED FOR AS PURCHASES AND WILL
BE IMMEDIATELY ACCRETIVE TO INVITROGEN'S CASH EARNINGS PER SHARE. GOODWILL IS
CURRENTLY ESTIMATED TO BE $1.5 BILLION AND AMORTIZED OVER 20 YEARS.
WHILE THIS TRANSACTION IS PREDICATED UPON GROWTH, OF COURSE THERE ARE SYNERGIES.
THE COMBINED COMPANY'S INFRASTRUCTURE WILL PROVIDE COST AVOIDANCE AND OPERATING
LEVERAGE OPPORTUNITIES. WE ANTICIPATE USING SAVINGS TO INCREASE OUR R&D
INVESTMENT AND OTHER STRATEGIC INITIATIVES. WE EXPECT COST AVOIDANCE TO BE IN
THE RANGE OF $30 TO $50 MILLION OVER THE NEXT 3 TO 5 YEARS. ALSO, WE WILL BE
CLOSING AND SELLING THE DEXTER HEADQUARTERS.
LYLE.
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analyst script
LYLE TURNER
THANK YOU JIM. NOW THAT YOU HAVE HEARD US OUTLINE OUR STRATEGY FOR GROWTH. LET
ME REMIND YOU THAT WE SERVE AN INDUSTRY THAT IS AT THE BEGINNING OF AN EXCITING
REVOLUTION.
OPERATOR LET'S NOW OPEN THE LINE FOR QUESTIONS.
