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 Rule 14a-12
DEXTER CORPORATION
- - -------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
- - -------------------------------------------------------------------------------
(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.
(a) Title of each class of securities to which transaction
applies:
----------------------------------------------------------------------------
(b) Aggregate number of securities to which transaction applies:
- - -------------------------------------------------------------------------------
(c) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
- - -------------------------------------------------------------------------------
(d) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------------
(e) Total Fee paid:
----------------------------------------------------------------------------
|_| 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:____________________________________________
(2) Form, Schedule or Registration Statement No.:______________________
(3) Filing Party: _____________________________________________________
(4) Date Filed: _______________________________________________________
As filed with the Commission on February 23, 2000
Contact:
Kathleen Burdett
John Thompson
(860) 292-7675
For Immediate Release
Dexter Corporation Receives Letter from ISP
WINDSOR LOCKS, CONNECTICUT, January 27, 2000 - Dexter Corporation
(NYSE:DEX) announced today that it had received the following letter from
International Specialty Products (NYSE:ISP). Dexter said that it was
currently reviewing the letter and would respond in due course.
The text of ISP's letter is as follows:
January 27, 2000
Mr. K. Grahame Walker
Chairman and Chief Executive Officer
Dexter Corporation
One Elm Street
Windsor Lock, CT 06096
Dear Grahame:
In view of ISP's $45 all cash offer and our stated willingness to pay
more if additional information justified a higher price, I was disappointed
that your Board did not decide to encourage negotiations with a view toward
maximizing shareholder value for Dexter shareholders. Its refusal to do so
leaves us no choice but to take our proposal directly to our fellow
shareholders.
We are today delivering to your Corporate Secretary a notice of our
intention to present a series of resolutions at your April Annual Meeting.
The effect of the resolutions is to elect ten of our nominees to the Dexter
Board, including eight directors independent of ISP, who are committed to
considering and pursuing ISP's offer or a superior proposal. We are also
proposing a by-law amendment and a resolution requiring Dexter's Board to
remove its "poison pill" in favor of offers for all shares of at least $45
per share in cash. We intend to solicit proxies in favor of these
resolutions.
Your December 23rd letter questioned the seriousness of ISP's intent.
First, as you know, ISP currently holds a stake in Dexter which is more
than five times that held by Dexter's entire Board. Second, so that there
should be no doubt as to our ability to finance the acquisition, Chase
Securities Inc. has advised us, confirmed in writing, that they are highly
confident in their ability to arrange the credit facilities for this
acquisition.
There are so many inaccuracies and mischaracterizations in your letter
that I find it difficult to know where to start. By way of just one
example, your heavy reliance upon security analysts to defend your
rejection of our proposal is misplaced. For instance, in comparing ISP's
offer to Dexter's bid last year for Life Technologies, the Merrill Lynch
report contained an error of almost $300 million by ignoring the value of
the minority interests. Also, you failed to quote a relevant section of the
New Vernon Associates report you cited, which states the following: "there
is little or no interplay between the company's [Dexter's] industrial and
life sciences businesses," "we do find merit in his [Mr. Heyman's]
initiative to separate the company's [Dexter's] disparate assets," and "in
our view Dexter's ownership of LTEK is constraining the latter company's
ability to recruit and retain key employees." With regard to the last
point, it should be made clear that we indeed view the management of Life
Technologies as first rate. However, your attempted squeeze-out of the
minority shareholders more than a year ago resulted in the elimination of
meaningful stock incentives for Life Technologies executives, which
ultimately impacts the ability to retain and recruit key personnel.
As you know, Life Technologies' shareholders have rejected Dexter's recent
belated $49 per share offer. Parenthetically, it should be noted that
Dexter's own shareholders appear to have rejected its business strategy as
well, as Dexter's stock price has declined substantially since the
company's rejection of our offer and its decision to attempt to acquire
100% of Life Technologies. It is apparent from the timing of Dexter's offer
for our Life Technologies shares, coming on the heels of ISP's $45 per
share offer for Dexter, upon which many of Dexter's shareholders have
relied, that Dexter is seeking to divert ISP from a course of action
designed to maximize shareholder values for all Dexter shareholders. In
this connection, we believe that Dexter's attempt to deter us by providing
benefits to ISP not available to other shareholders is simply
inappropriate.
Grahame, I just do not think it would be productive at this time to
respond to your mischaracterizations and attempts to impugn our motives -
which by the way I do not appreciate. The real issue here, however, is the
maximization of shareholder value for all Dexter shareholders, and I
believe that shareholders will more likely benefit from a dialogue along
this line. In fact, I would be willing to appear with you before any group
of Dexter shareholders to discuss the merits of Dexter's proposed course of
action vs. ISP's offer.
All the best.
Sincerely,
/s/ Samuel J. Heyman
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 referred to in the foregoing information, 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.
