Exhibit (a)(1)(H)
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell Shares or Rights. The Offer is made solely by the
Offer to Purchase, dated June 26, 2000, and the related Letter of Transmittal,
and is not being made to (nor will tenders be accepted from or on behalf
of) holders of Shares or Rights in any jurisdiction in which the making of the
Offer or the acceptance thereof would not be in compliance with the
laws of such jurisdiction.
NOTICE OF OFFER TO PURCHASE FOR CASH
ALL SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED RIGHTS TO PURCHASE
FRACTIONAL UNITS OF PREFERRED STOCK)
OF
DEXTER CORPORATION
AT
$45 NET PER SHARE
BY
ISP ACQUISITION CORP.,
AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF
INTERNATIONAL SPECIALTY PRODUCTS INC.
ISP Acquisition Corp., a Delaware corporation ("Purchaser") and
indirect wholly-owned subsidiary of International Specialty Products Inc., a
Delaware corporation ("ISP"), is offering to purchase all of the outstanding
shares of common stock, par value $1.00 per share (the "Common Stock"), of
Dexter Corporation, a Connecticut corporation ("Dexter"), and the associated
rights to purchase fractional units of Preferred Stock of Dexter issued pursuant
to the Rights Agreement, dated as of August 23, 1996 (as amended, the "Rights
Agreement"), between Dexter and ChaseMellon Shareholder Services, L.L.C., as
Rights Agent (the "Rights" and, together with the Common Stock, the "Shares"),
at a price of $45 per Share, net to the seller in cash, without interest
thereon, upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated June 26, 2000 (the "Offer to Purchase"), and the related Letter
NY2:\926149\01\J%MD01!.DOC\54104.0016
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of Transmittal (which, together with any amendments or supplements thereto,
collectively constitute the "Offer"). Unless the context requires otherwise, all
references to Shares herein shall include the associated Rights, and all
references to Rights shall include all benefits that may inure to the holders of
Rights pursuant to the Rights Agreement.
UNLESS THE RIGHTS ARE REDEEMED BY DEXTER'S BOARD, OR PURCHASER IS
SATISFIED, IN ITS SOLE DISCRETION, THAT THE RIGHTS HAVE BEEN INVALIDATED OR ARE
OTHERWISE INAPPLICABLE TO THE OFFER AND THE PROPOSED SECOND-STEP MERGER
(COLLECTIVELY, THE "RIGHTS CONDITION"), SHAREHOLDERS ARE REQUIRED TO TENDER ONE
RIGHT FOR EACH SHARE TENDERED IN ORDER TO EFFECT A VALID TENDER OF SHARES IN
ACCORDANCE WITH THE PROCEDURES SET FORTH IN SECTION 3 OF THE OFFER TO PURCHASE.
UNLESS THE DISTRIBUTION DATE (AS DEFINED IN THE OFFER TO PURCHASE) HAS OCCURRED,
A TENDER OF SHARES WILL ALSO CONSTITUTE A TENDER OF THE ASSOCIATED RIGHTS.
The purpose of the Offer is to enable Purchaser to acquire control
of, and beneficial ownership of the entire equity interest in, Dexter. The
Offer, as the first step in the acquisition of Dexter, is intended to facilitate
the acquisition of all outstanding Shares. ISP currently intends, as soon as
practicable following consummation of the Offer, to seek to have Dexter
consummate a merger or similar business combination with Purchaser or another
direct or indirect wholly-owned subsidiary of Purchaser (the "Merger"), pursuant
to which each then-outstanding Share (other than Shares held by Purchaser, ISP
or any of their respective wholly-owned subsidiaries, treasury shares and Shares
held by shareholders who properly exercise any appraisal rights available to
them under Part XIII of the Connecticut Business Corporation Act (the "CBCA"))
would be converted into the right to receive in cash the price per Share paid by
Purchaser pursuant to the Offer.
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY,
JULY 24, 2000, UNLESS THE OFFER IS
EXTENDED (AS EXTENDED, THE
"EXPIRATION DATE").
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THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (1) THERE BEING
VALIDLY TENDERED AND NOT PROPERLY WITHDRAWN PRIOR TO THE EXPIRATION DATE THAT
NUMBER OF SHARES WHICH, TOGETHER WITH THE SHARES OWNED BY PURCHASER AND ISP,
CONSTITUTES AT LEAST TWO-THIRDS OF THE OUTSTANDING SHARES ON A FULLY DILUTED
BASIS ON THE DATE OF PURCHASE OF THE SHARES PURSUANT TO THE OFFER, (2) THE
RIGHTS CONDITION BEING SATISFIED, (3) THE ACQUISITION OF SHARES PURSUANT TO THE
OFFER AND THE PROPOSED MERGER HAVING BEEN APPROVED BY DEXTER'S BOARD FOR
PURPOSES OF SECTIONS 33-841 AND 33-844 OF THE CBCA (THE "BUSINESS COMBINATION
STATUTE"), SO THAT PURCHASER CAN CONSUMMATE THE PROPOSED MERGER AS SOON AS
PRACTICABLE FOLLOWING CONSUMMATION OF THE OFFER, OR ISP BEING SATISFIED, IN ITS
SOLE DISCRETION, THAT THE BUSINESS COMBINATION STATUTE IS INVALID OR OTHERWISE
INAPPLICABLE TO THE OFFER AND THE PROPOSED MERGER, (4) DEXTER NOT SELLING OR
OTHERWISE DISPOSING OF ANY ASSETS OF DEXTER OR ITS SUBSIDIARIES OUTSIDE THE
ORDINARY COURSE OF BUSINESS, INCLUDING, WITHOUT LIMITATION, ANY SHARES OF ANY
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SUBSIDIARY OF DEXTER, SUCH AS LIFE TECHNOLOGIES, INC., AND UPON THE TERMINATION
OF ANY AGREEMENTS WHICH DEXTER HAS ENTERED INTO WITH RESPECT TO THE SALE OR
DISPOSITION OF SUCH ASSETS AND, IN THE SOLE DETERMINATION OF ISP, THAT NO
MATERIAL TERMINATION FEES OR OTHER LIABILITIES SHALL HAVE BEEN INCURRED IN
CONNECTION THEREWITH, (5) PURCHASER HAVING AVAILABLE BORROWINGS OF $1.775
BILLION TO, AMONG OTHER THINGS, PURCHASE THE SHARES IN THE OFFER, ON THE TERMS
SET FORTH IN THE SENIOR CREDIT FACILITIES COMMITMENT LETTER ISSUED BY THE CHASE
MANHATTAN BANK TO ISP OPCO HOLDINGS INC., A SUBSIDIARY OF ISP, AND (6) DEXTER'S
BOARD HAVING AGREED TO CAUSE A MAJORITY OF THE DEXTER BOARD TO BE COMPRISED OF
REPRESENTATIVES OF ISP IMMEDIATELY FOLLOWING THE CONSUMMATION OF THE OFFER. THE
OFFER IS ALSO SUBJECT TO CERTAIN OTHER CONDITIONS CONTAINED IN THE OFFER TO
PURCHASE. SEE THE INTRODUCTION AND SECTIONS 1 AND 14 OF THE OFFER TO PURCHASE.
For purposes of the Offer, Purchaser will be deemed to have accepted
for payment, and thereby purchased, Shares validly tendered to Purchaser and not
withdrawn as, if and when Purchaser gives oral or written notice to Wilmington
Trust Company (the "Depositary") of Purchaser's acceptance for payment of such
Shares. Upon the terms and subject to the conditions of the Offer, payment for
Shares accepted for payment pursuant to the Offer will be made by deposit of the
purchase price therefor with the Depositary, which will act as agent for
tendering shareholders for the purposes of receiving payment from Purchaser and
transmitting payment to tendering shareholders. In all cases, payment for Shares
accepted for payment pursuant to the Offer will be made only after timely
receipt by the Depositary of (i) certificates for (or a timely Book-Entry
Confirmation (as defined in the Offer to Purchase) with respect to) such Shares
and, if the Distribution Date has occurred, certificates for (or a timely
Book-Entry Confirmation with respect to) the associated Rights (unless Purchaser
elects, in its sole discretion, to make payment for such Shares pending receipt
of the certificates for, or a Book-Entry Confirmation with respect to, such
Rights), (ii) a Letter of Transmittal (or facsimile thereof), properly completed
and duly executed with any required signature guarantees, or, in the case of a
book-entry transfer, an Agent's Message (as defined in the Offer to Purchase),
and (iii) any other documents required by the Letter of Transmittal.
Except as otherwise provided below, tenders of Shares and Rights are
irrevocable. Shares and Rights tendered pursuant to the Offer may be withdrawn
at any time on or prior to the Expiration Date and, unless theretofore accepted
for payment and paid for by the Purchaser pursuant to the Offer, may also be
withdrawn at any time after August 25, 2000 (or such later date as may apply in
case the Offer is extended). A withdrawal of Shares will also constitute a
withdrawal of the associated Rights. Rights may not be withdrawn unless the
associated Shares are also withdrawn. For a withdrawal to be effective, a
written or facsimile transmission notice of withdrawal must be timely received
by the Depositary at its address as set forth on the back cover of the Offer to
Purchase and must specify the name of the person having tendered the Shares and
Rights to be withdrawn, the number of Shares and Rights to be withdrawn and (if
certificates have been tendered) the name of the registered holder of the Shares
and Rights to be withdrawn, if different from the name of the person who
tendered such Shares and Rights. If certificates for Shares or Rights have been
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delivered or otherwise identified to the Depositary, then, prior to the physical
release of such certificates, the serial numbers shown on such certificates must
be submitted to the Depositary and, unless such Shares or Rights have been
tendered by an Eligible Institution (as defined in the Offer to Purchase), the
signatures on the notice of withdrawal must be guaranteed by an Eligible
Institution. If Shares or Rights have been tendered pursuant to the procedure
for book-entry transfer as set forth in Section 3 of the Offer to Purchase, any
notice of withdrawal must also specify the name and number of the account at the
appropriate Book-Entry Transfer Facility (as defined in the Offer to Purchase)
to be credited with the withdrawn Shares or Rights and otherwise comply with
such Book-Entry Transfer Facility's procedures. Withdrawals of tenders of Shares
and Rights may not be rescinded, and any Shares and Rights properly withdrawn
will thereafter be deemed not validly tendered for any purposes of the Offer.
However, withdrawn Shares and Rights may be retendered by again following one of
the procedures described in Section 3 of the Offer to Purchase at any time prior
to the Expiration Date. All questions as to the form and validity (including
time of receipt) of notices of withdrawal will be determined by the Purchaser,
in its sole discretion, which determination shall be final and binding.
Subject to the applicable rules and regulations of the Securities and
Exchange Commission (the "Commission"), Purchaser expressly reserves the right,
in its sole discretion, at any time and from time to time, to extend the period
during which the Offer is open for any reason, including the failure to occur of
any of the conditions specified in Section 14 of the Offer to Purchase, by
giving oral or written notice of such extension to the Depositary. During any
such extension, all Shares and Rights previously tendered and not withdrawn will
remain subject to the Offer and subject to the right of a tendering shareholder
to withdraw such shareholder's Shares and Rights. UNDER NO CIRCUMSTANCES WILL
INTEREST BE PAID ON THE PURCHASE PRICE FOR TENDERED SHARES, WHETHER OR NOT
PURCHASER EXERCISES ITS RIGHTS TO EXTEND THE OFFER.
Subject to the applicable rules and regulations of the Commission,
Purchaser also expressly reserves the right, in its sole discretion, at any time
and from time to time, to (1) delay acceptance for payment of or, regardless of
whether such Shares or Rights were theretofore accepted for payment, payment for
any Shares or Rights pending receipt of any regulatory or governmental approvals
specified in Section 15 of the Offer to Purchase, (2) terminate the Offer
(whether or not any Shares or Rights have theretofore been accepted for payment)
if any of the conditions referred to in Section 14 of the Offer to Purchase have
not been satisfied or upon the occurrence of any of the events specified in
Section 14 of the Offer to Purchase and (3) waive any condition or otherwise
amend the Offer in any respect, in each case by giving oral or written notice of
such delay, termination, waiver or amendment to the Depositary and by making a
public announcement thereof. Following the purchase of Shares in the Offer,
there may be a Subsequent Offering Period (as defined in the Offer to Purchase)
lasting for at least three and not more than twenty business days; shareholders
who tender Shares during a Subsequent Offering Period will not have the right to
withdraw their Shares during such Subsequent Offering Period.
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The information required to be disclosed by paragraph (d)(1) of Rule
14d-6 under the Exchange Act is contained in the Offer to Purchase and is
incorporated herein by reference.
A request is being made to the Company pursuant to Rule 14d-5 under
the Securities Exchange Act of 1934, as amended, for the use of the Company's
shareholder list, its list of holders of Rights, if any, and security position
listings for the purpose of disseminating the Offer to holders of Shares. Upon
compliance by the Company with such request, the Offer to Purchase, the related
Letter of Transmittal and, if required, other relevant materials will be mailed
to record holders of Shares and Rights and will be furnished to brokers,
dealers, commercial banks, trust companies and similar persons whose names, or
the names of whose nominees, appear on the shareholder list and list of holders
of Rights, if applicable, or who are listed as participants in a clearing
agency's security position listing for subsequent transmittal to beneficial
owners of Shares and Rights.
THE OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION WHICH SHOULD BE READ BEFORE ANY DECISION IS MADE WITH RESPECT TO THE
OFFER.
Questions and requests for assistance or for copies of the Offer to
Purchase, the Letter of Transmittal and other tender offer documents may be
directed to the Information Agent, as set forth below, and copies will be
furnished at Purchaser's expense. No fees or commissions will be payable to
brokers, dealers or other persons other than the Dealer Manager, the Depositary
and the Information Agent for soliciting tenders of Shares and Rights pursuant
to the Offer.
The Information Agent for the Offer is:
[INNISFREE LOGO]
501 Madison Avenue, 20th Floor
New York, New York 10022
Banks and Brokers Call Collect: (212) 750-5833
All Others Call Toll Free: (888) 750-5834
The Dealer Manager for the Offer is:
CHASE SECURITIES INC.
270 Park Avenue
New York, New York 10017
Call Collect (212) 270-8986
June 26, 2000
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