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DEXTER CORPORATION
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As filed with the Commission on June 21, 2000
Dexter Corporation
One Elm Street
Windsor Locks, CT 06096-2334
Tel: 860.292.7675
Fax: 860.292.7673
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 SELLING ASSETS FOR $675 MILLION IN CASH
CONTINUES TO PURSUE PROGRAM TO REALIZE
FULL VALUE FOR LIFE TECHNOLOGIES
WINDSOR LOCKS, CONNECTICUT, June 20, 2000 - Dexter Corporation (NYSE:DEX)
today announced it has signed two definitive asset sale 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. In addition, the Company said it is in active
discussions regarding a potential sale of its Coatings business, which
would then complete the sale of all the wholly owned businesses.
K. Grahame Walker, Chairman and Chief Executive Officer of Dexter, said:
"We are very pleased to be delivering on our commitment to maximize the
value of Dexter's wholly owned businesses for the benefit of all the
Company's shareholders. We are now moving forward aggressively to achieve
maximum value for the Company's Life Technologies stake."
Dexter stated that net after-tax proceeds from the two sales are expected
to be approximately $530 million. The Company also owns 18.8 million shares
of Life Technologies, Inc. (OTC BB:LTEK) which equates to 0.811 shares of
Life Technologies stock per outstanding Dexter share. Life Technologies
stock has recently traded in the range of $48 to $50 per share. Dexter
currently intends to use approximately $260 million to repay debt. Dexter
also said it expects to distribute the net proceeds from all asset
dispositions either in connection with a Life Technologies transaction or
directly to its stockholders as promptly as possible.
Details of the proposed transactions are as follows:
o Loctite Corporation (a member of the Henkel Group) has agreed to
buy Dexter's Electronic Materials, Adhesives and Polymer Systems
businesses for $400 million in cash. The agreement has been
approved by Dexter's Board of Directors and the Management Board
of Loctite's parent, Henkel KGaA of Germany. The agreement is
subject to the approval of Henkel's shareholder committee
(Gesellschafterausschuss) at its regularly scheduled meeting on
June 29, 2000. Closing is expected in July 2000, subject to
customary regulatory approvals including the Hart-Scott-Rodino Act
and other customary conditions. The transaction is not subject to
approval of Dexter's shareholders.
Dexter's Electronic Materials, Adhesives and Polymer Systems
businesses had net sales of $236 million in 1999. Dexter's
Coatings business, which is the only part of Dexter's Specialty
Polymers segment not being sold to Loctite, had net sales of $47
million in 1999.
o Ahlstrom Paper Group Oy has agreed to buy Dexter's Nonwoven
Materials business for $275 million in cash. The agreement has
been approved by the boards of directors of both companies.
Although Dexter does not believe shareholder approval is required,
at the request of the buyer and for the avoidance of doubt and
uncertainty concerning threatened claims by International
Specialty Products Inc. (NYSE:ISP), the transaction will be
subject to the approval of Dexter's shareholders, which Dexter
expects to obtain in the third quarter of 2000. Closing is also
subject to the Hart-Scott-Rodino Act and other customary
conditions.
Dexter's Nonwoven Materials business had net sales of $285 million
in 1999.
Dexter also said that it is postponing its annual meeting of shareholders
for two weeks, from June 30 to July 14, 2000 to allow adequate time for the
dissemination of information and evaluation of the proposed transactions by
the Company's shareholders before they are asked to vote for directors.
In 1999, Henkel generated sales of USD 11.0 billion and employed more than
56,000 people in over 70 countries. Henkel is a world leader in adhesives,
surface technologies and oleochemicals. It is also one of the biggest
producers of detergents and household cleaners worldwide, and occupies a
leading position in cosmetics and toiletries in Europe.
Ahlstrom Paper Group is a world leader in high value specialty materials
made from natural and man-made fibers for labeling, packaging, medical,
filtration, building, decorating and many other industrial applications.
With approximately 5,000 people in nearly 40 production sites throughout
Europe, the Americas and Asia, Group net sales were USD 1.14 billion in
1999.
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.
Note - We are required to include with all communications regarding our
program to maximize value for our stockholders the following cautionary
statement - "No assurance can be given that shareholder value will be
maximized."
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.
Special Materials for Special Effects
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