SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
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As filed with the Commission on February 28, 2000
Contact:
Kathleen Burdett
John Thompson
Dexter Corporation
(860) 292-7675
or
Lawrence A. Rand
Michael Freitag
Kekst and Company
(212)521-4800
FOR IMMEDIATE RELEASE
DEXTER BOARD AUTHORIZES EXPLORATION OF STRATEGIC ALTERNATIVES
WINDSOR LOCKS, CONNECTICUT, February 28, 2000 -- Dexter Corporation
(NYSE:DEX) said today its Board of Directors has authorized the Company's
management and advisors to explore all strategic alternatives that may be
available to Dexter to maximize shareholder value in the short term.
K. Grahame Walker, Chairman and Chief Executive Officer of Dexter, said:
"Based on the current circumstances that our company is facing, our Board
has concluded it has no choice but to institute a process in which we will
survey all of the Company's available options. Several specific factors
contributed to the Board's decision, including the acquisition by
International Specialty Products, Inc. (NYSE:ISP) of a blocking position in
Life Technologies, Inc. (OTC Bulletin Board: LTEK) that made it impossible
for Dexter to complete our plan to achieve 100 percent ownership of LTI as
a platform for implementation of Dexter's life sciences growth strategy."
"Rather than negotiate a reasonable exit from LTI," Mr. Walker continued,
"ISP instead launched a proxy contest for control of Dexter's Board with an
unfinanced and inadequate $45 negotiation proposal. The Board strongly
believes and has confidence in the long-term prospects for Dexter's growth
strategy. However, ISP's self-serving insistence on a debate confined to a
short-term focus coupled with ISP's ability to prevent Dexter from
effectively implementing its growth strategy made it necessary to explore
all other options at this time."
Dexter emphasized its Board has made no decision to sell the Company at
this time, but said every available alternative -- including a merger or
sale of the company, a financial restructuring, or a spin- off or sale of
one or more of the Company's businesses -- would be examined and
considered. In pursuit of that objective, third parties will be invited to
sign confidentiality agreements, review comprehensive data room materials
and receive Dexter management presentations. The Company has entered into a
confidentiality agreement with ISP, and, as of February 24, three
representatives of ISP and 10 representatives of ISP's financial advisor,
Chase Securities, began to visit Dexter's data room. There can be no
assurance that these discussions will result in a transaction or other
action by Dexter.
Any statements in this press release that are not historical facts are
"forward_looking statements" as that term is defined under the Federal
Securities Laws. Forward_looking statements are subject to risks,
uncertainties and other factors, which could cause actual results to differ
materially from those stated in such statements. These and other risks are
detailed in the Company's filings with the Securities and Exchange
Commission.
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.
Special Materials for Special Effects
* * *
Information regarding persons who may be considered "participants" in the
solicitation of proxies from Dexter shareholders can be found in a Schedule
14A filed with the Securities and Exchange Commission on February 23, 2000.
Investors and security holders are advised to read the proxy statement that
will be filed by Dexter relating to Dexter's 2000 annual meeting, when it
becomes available, because it will contain important information. Security
holders may obtain a free copy of the proxy statement (when available) and
the Schedule 14A containing the participant information referred to above
and other documents filed by Dexter with the Commission at the Commission's
web site at www.sec.gov. The proxy statement, the Schedule 14A containing
the participant information and such other documents may also be obtained
for free from Dexter Corporation by directing such request to: Dexter
Corporation, One Elm Street, Windsor Locks, Connecticut 06096, Attention:
Investor Relations, (860) 292-7675.
