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
|_| Definitive Proxy Statement Rule 14a-6(e)(2))
|_| 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.:_________________________
(3) Filing Party: ________________________________________________________
(4) Date Filed: __________________________________________________________
As filed with the Commission on April 3, 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 TO REVIEW REVISED OFFER FROM ISP;
CONTINUES EXPLORATION OF STRATEGIC ALTERNATIVES
WINDSOR LOCKS, CONNECTICUT, March 23, 2000 - Dexter Corporation (NYSE:DEX)
said today that it has received a letter from International Specialty
Products (NYSE:ISP), increasing its cash merger proposal to $50 per share
of Dexter common stock. Dexter's Board of Directors plans to give this
revised proposal full consideration.
As announced last February 28, the Dexter Board has authorized the
Company's management and its financial advisor, Lehman Brothers, 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:
"Today's announcement from ISP confirms our view of ISP's previous proposal
of $45 per share as inadequate. The Board will evaluate ISP's new proposal
along with all other alternatives presented to us as part of our program to
maximize value in the short term."
As previously announced, the Dexter Board is examining and considering a
wide range of alternatives -- 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 in order to achieve maximum value for shareholders in
the short term. In pursuit of that objective, 29 third parties including
ISP have signed confidentiality agreements. Dexter emphasized that every
available alternative will be examined and the one that will maximize the
value of the Dexter shareholders' investment will be aggressively pursued.
Dexter also said that 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.
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