AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON JUNE 26, 2000
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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant To Section 14(a) of the
Securities Exchange Act of 1934.
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Filed by a Party other than the Registrant [X]
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
[X ] Definitive Additional Materials
[__] Soliciting Material Under Rule 14a-12
DEXTER CORPORATION
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(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
INTERNATIONAL SPECIALTY PRODUCTS INC.
ISP INVESTMENTS INC.
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(NAME OF PERSON (S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] 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:
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[_] 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
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1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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FOR IMMEDIATE RELEASE CONTACT:
Monday, June 26, 2000 Edward G. Novotny & Associates, Inc.
(212) 490-2065/2977
ISP COMMENCES TENDER OFFER TO ACQUIRE DEXTER CORPORATION
FOR $45 PER SHARE IN CASH
WAYNE, NJ - International Specialty Products Inc. (NYSE - "ISP") announced
today that it is commencing, through its ISP Acquisition Corp. subsidiary, a
tender offer for all of the outstanding shares, including the associated
preferred stock purchase rights (the "Rights"), of Dexter Corporation (NYSE -
"DEX") at a price of $45 per share in cash. ISP presently owns 9.91% of the
outstanding shares of Dexter. Following the completion of the tender offer, ISP
Acquisition Corp. intends to consummate a second-step merger in which all
remaining Dexter shareholders will receive the same cash price paid in the
tender offer. ISP has received a commitment from The Chase Manhattan Bank in the
amount of $1.775 billion to, among other things, fund the purchases pursuant to
the tender offer and the second-step merger.
The tender offer is scheduled to expire at midnight, New York City time, on
July 24, 2000, unless the offer is extended.
ISP's Chairman, Samuel J. Heyman, stated, "We believe our offer to be a
full and fair one and in the best interests of Dexter's shareholders. Dexter's
piecemeal liquidation approach is, in our opinion, seriously flawed because it
fails to deliver a transaction designed to realize the value of Dexter's
interest in Life Technologies, Inc. What Dexter has failed to inform its
shareholders is that the sales of the chemicals businesses announced last week
were the easy part. Dexter shareholders should know that a substantial portion
of the proceeds from the two sales will be absorbed by taxes, debt repayment,
'golden parachute' payments, and other transaction costs."
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The tender offer is conditioned upon, among other things: (a) there being
validly tendered, and not withdrawn before the expiration of the offer, shares
of common stock of Dexter that, when added to the shares already beneficially
owned by ISP, would represent at least two-thirds of the outstanding Dexter
shares on a fully diluted basis; (b) that Dexter's Board redeem the Rights, or
ISP is satisfied in its sole discretion that the rights have been invalidated or
are otherwise inapplicable to the offer and the second-step merger; (c) that
Dexter's Board approve the acquisition of shares by ISP Acquisition Corp. in the
offer and the second-step merger for purposes of Sections 33-841 and 33-844 of
the Connecticut Business Corporation Act so that ISP Acquisition Corp. can
consummate the proposed second-step merger as soon as practicable following
consummation of the offer; (d) that Dexter has not sold or disposed of, or
entered into any agreement to sell, any assets of Dexter or its subsidiaries
outside the ordinary course of business, including, without limitation, any
shares of any subsidiaries of Dexter (such as Life Technologies, Inc.), and upon
termination of any agreements which Dexter has entered into with respect to the
sale or disposition of such assets and, in the sole determination of ISP, that
no material termination fees or other liabilities shall have been incurred in
connection therewith; (e) that ISP Acquisition Corp. has available borrowings of
$1.775 billion to, among other things, purchase shares in the tender offer and
the second-step merger, on the terms set forth in the senior credit facilities
commitment letter issued by The Chase Manhattan Bank; and (f) that Dexter's
Board agrees to cause a majority of the Board of Directors to be composed of
representatives of ISP immediately following consummation of the tender offer.
Chase Securities Inc. is the Dealer Manager for the offer. Innisfree M&A
Incorporated is the Information Agent for the offer and can be contacted at
(888) 750-5834 with any questions relating to the offer.
* * * *
International Specialty Products Inc. is a leading multinational
manufacturer of specialty chemicals and mineral products.
ISP HAS FILED A FINAL, DEFINITIVE PROXY STATEMENT WITH THE U.S. SECURITIES
AND EXCHANGE COMMISSION RELATING TO ISP'S SOLICITATION OF PROXIES FROM THE
SHAREHOLDERS OF DEXTER CORPORATION FOR USE AT DEXTER'S 2000 ANNUAL MEETING. ISP
STRONGLY ADVISES ALL DEXTER SHAREHOLDERS TO READ THE PROXY STATEMENT BECAUSE IT
CONTAINS IMPORTANT INFORMATION. THE PROXY STATEMENT HAS BEEN MAILED TO ALL
OWNERS OF DEXTER COMMON STOCK AS OF THE MAY 15 RECORD DATE AND IS AVAILABLE AT
NO CHARGE ON THE SEC'S WEB SITE AT HTTP:\\WWW.SEC.GOV. DEXTER SHAREHOLDERS MAY
ALSO OBTAIN THE PROXY STATEMENT FOR FREE FROM INNISFREE M&A INCORPORATED, BY
CALLING (888) 750-5834.
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ISP IS FILING AN OFFER TO PURCHASE AND A LETTER OF TRANSMITTAL WITH THE
U.S. SECURITIES AND EXCHANGE COMMISSION RELATING TO ISP'S OFFER TO PURCHASE ALL
OUTSTANDING SHARES OF COMMON STOCK OF DEXTER CORPORATION. ISP STRONGLY ADVISES
ALL DEXTER SHAREHOLDERS TO READ THE OFFER TO PURCHASE AND LETTER OF TRANSMITTAL
WHEN THEY ARE AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION RELATING
TO THE OFFER. THESE DOCUMENTS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S
WEBSITE AT HTTP:\\WWW.SEC.GOV AND MAY BE OBTAINED FOR FREE FROM INNISFREE M&A
INCORPORATED, BY CALLING (888) 750-5834.
This press release may contain "forward looking statements" within the
meaning of the federal securities laws with respect to the Company's financial
results and future operations and, as such, concerns matters that are not
historical facts. These statements are subject to risks and uncertainties that
could cause actual results to differ materially from those expressed in such
statements. Important factors that could cause such differences are discussed in
the Company's Annual Report on Form 10-K, that is filed with the U.S. Securities
and Exchange Commission and are incorporated herein by reference.
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