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
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(Name of Registrant as Specified In Its Charter)
N/A
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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.
(a) Title of each class of securities to which transaction
applies:
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(b) Aggregate number of securities to which transaction applies:
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(c) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
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(d) Proposed maximum aggregate value of transaction:
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(e) Total Fee paid:
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|_| 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.:______________________
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(4) Date Filed: _______________________________________________________
As filed with the Commission on February 23, 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 Corporation Responds to ISP
WINDSOR LOCKS, CONNECTICUT, February 9, 2000 - Dexter Corporation
(NYSE:DEX) announced today that it has responded to the letter received on
January 27, 2000 from International Specialty Products (NYSE:ISP), in which
ISP discussed its intention to solicit proxies from Dexter's shareholders
for numerous proposals to include the installation of its own nominees as
Dexter directors.
The text of Dexter's letter to ISP is as follows:
February 9, 2000
Mr. Samuel J. Heyman
Chairman of the Board
International Specialty Products
1361 Alps Road
Wayne, New Jersey 07470
Dear Mr. Heyman:
Just last month ISP disclosed that your company's 4th quarter operating
results would be 40% to 57% below analysts' estimates and that full fiscal
year operating results would be 19% to 20% below analysts' estimates. You
publicly attributed ISP's disappointing performance to "substantial
unabsorbed manufacturing costs" and to "competitive pressures." With
evidence of this kind of managerial dereliction so recently emerging, we
are incredulous that you have apparently launched a campaign that deflects
the focus from concentrating on improving your own poor results to one that
will inevitably harass and distract Dexter's Board and its management at
this crucial time in our company's history. We think ISP's stockholders
have a right to expect undivided and more effective attention to ISP's
obvious strategic and operational deficiencies. We think they are entitled
to expect that you would not spend hundreds of thousands of dollars - to
say nothing of the time, effort and managerial distraction ISP will devote
to matters unrelated to its immediate business problems - to run a spurious
and legally defective proxy campaign in support of your invitation to
negotiate that has been rejected.
However, since you are anxious to pursue a course of action that can be
harmful to our shareholders and to yours, you leave us no reasonable
alternative but to deal with you in the most responsible manner that we
can. To that end, our Board has authorized the following actions:
1. Specifically to address your claim of "[ISP's] stated willingness to
pay more [than $45 per share] if additional information justified a higher
price," we are prepared to make available a due diligence data room
containing detailed and comprehensive information relating to both Dexter
and Life Technologies. Because our Board and its advisors believe that your
offer is inadequate from a financial point of view, we are inviting ISP to
send representatives into the data room for the purpose of ascertaining
whether you are indeed willing to pay more. If you wish, you are welcome to
bring representatives of your lender Chase Securities Inc. with you. We are
prepared to respond to reasonable requests for additional information and
we will make appropriate members of senior management available for
presentations and question/answer sessions that should provide you with
more than adequate "additional information." We accept your offer of a
confidentiality agreement in this connection. We accept in principle your
limitation that the agreement not "limit your rights as shareholders" by
which we mean one which will not prevent you from making a tender offer to
Dexter stockholders, proceeding with your proxy campaign or making a
proposal to the Board of Dexter.
Do not misread the Board's decision or its intentions: we have made no
decision to sell the company or to explore a sale of the company or to test
the market for a possible sale of the company, and no one else will be
invited into the data room. It is simply the Board's firm belief that
Dexter's stockholders should not be victimized by your disingenuous
suggestion that your price could be higher but for reasons beyond your
control. We offer you the opportunity to conduct a reasonable due diligence
so that you can honestly, forthrightly and candidly tell our stockholders
what your proposal is - not that it might be higher if . . . . .
2. Our Board has amended Dexter's stockholder rights plan. As a
consequence of the amendment, the rights will not be triggered by and the
plan will pose no obstacle for any offer to our stockholders for all shares
which Dexter's financial advisor opines is fair from a financial point of
view, is supported by liquid funds on hand or by fully committed financing,
is substantially unconditional and has been open to Dexter stockholders for
at least 60 calendar days. Although we believe your rights plan proposals
for our stockholder meeting are illegal and unenforceable, we have elected
to preempt this issue. We believe our stockholders' interests will be
better served if we relieve them of the burden of a lot of rhetorical sound
and fury from ISP designed to obfuscate its plan and intention to seize
control of Dexter without paying a fair price for the company.
3. We will address your proposals for Dexter's 2000 Annual Meeting of
Stockholders separately. However, on the subject of electing directors,
Dexter accepts the nomination of yourself, Mr. Kumar and Mr. Peller as
timely in accordance with the By-laws.
You claim Chase Securities Inc. has advised ISP in writing "that they
are highly confident in their ability to arrange credit facilities for this
acquisition." If that were true, we think ISP owes it to the Dexter
stockholders to make an honest, forthright and candid public disclosure of
the letter text. We think ISP's failure to do so is yet another instance of
its disregard for the federal securities laws which we believe required
disclosure of ISP's contracts, arrangements, understandings and
relationships with Chase Securities promptly after it received their
assurances. We also think ISP's disclosure is legally deficient for failing
to describe the transactions in which the funds will be borrowed and the
names of the parties thereto.
In December you said that the impetus for your takeover proposal was,
among other things, your belief that it was in the best interests of both
Dexter and Life Technologies and their stockholders "if Dexter Corporation
and Life Technologies were separate corporate entities." In our meeting you
stated that you would support a pro-rata spin-off of the LTI shares owned
by Dexter to Dexter stockholders and you stated that such a transaction
could be effected on a tax-free basis. We are advised to the contrary. We
should provide our stockholders an honest, forthright and candid assessment
of this issue. In order to achieve that, we invite you to help us arrange a
meeting among our respective tax advisors to reach a common analytical
conclusion. We think the Dexter stockholders are entitled to know whether
or not there is any possibility that such a transaction could be effected
without incurring material tax liabilities at Dexter or for the account of
the stockholder recipients of the spin-off.
There is another allegation in your letter relating to LTI which I feel
I must briefly address. You keep talking about Dexter's ability to retain
and recruit key personnel at LTI. We have been a majority stockholder of
LTI for nearly two decades without any problems either in recruiting or
retaining key personnel, and if it were not for the uncertainty that your
tactics have introduced we are confident that would continue. I think it
particularly telling on the subject of executive retention that, in
contrast to ISP, LTI has retained its entire senior management team (except
the CFO who retired to teach and remains a director of LTI).
Your letter claims "[a]s you know, Life Technologies' shareholders have
rejected Dexter's recent belated $49 per share offer." As you know, this
statement is false. First, as of this very moment, neither you nor any
other member of your current 13D group has spoken or written a word to
Dexter in response to our good faith $49 proposal. Second, a former member
of your 13D group who owned more than 825,000 shares (about 3.3% of LTI and
over 13% of the shares owned by your former 13D group) responded favorably
to our proposal, and we acquired those shares for $49 each. Moreover, you
also know our offer was in no way an attempt to provide benefits to ISP not
available to other Dexter stockholders - it was an offer to buy LTI shares
from LTI stockholders, whether or not they were Dexter stockholders. In
fact, it was an honest, forthright and candid attempt to resolve a
difficult situation created by ISP solely for its own selfish purposes.
Although obvious from the terms of our offer, we repeat here for the record
there was no condition associated with ISP's reaction to our proposal. As
we clearly stated, we were perfectly willing to discuss our proposal with
any other stockholders of Life Technologies who wished to do so, and we in
fact did that very thing.
Mr. Heyman, your campaign to anoint yourself as the savior of Dexter
stockholders is misleading because, ultimately, it is ISP's own selfish
interests which drive your program. The shareholders will understand that.
Moreover, it appears that your hand-picked nominees lack the necessary
experience in corporate governance and in our industry and none owns a
single share of Dexter stock. By contrast, the Dexter Board has
demonstrated its independence and commitment to serving the Dexter
shareholders. We will continue to forthrightly and clearly articulate our
program for value enhancement for our stockholders to consider. I am
confident that our stockholders will understand it, agree with it and act
accordingly.
Sincerely,
/s/ K. Grahame Walker
K. Grahame Walker
Chairman and Chief Executive Officer
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.
