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
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(Name of Registrant as Specified In Its Charter)
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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 PLEASED WITH FIRST STAGE OF PROGRAM TO MAXIMIZE SHAREHOLDER
VALUE POSTPONES ANNUAL MEETING TO COMPLETE SALE PROCESS
WINDSOR LOCKS, CONNECTICUT, April 2, 2000 - Dexter Corporation (NYSE:DEX)
announced today that the results of the first stage of its program to
maximize the short-term value of its shareholders' investment were very
positive. Dexter said that it had received several indications of interest
in acquiring the entire company and had also received multiple indications
of interest in Dexter's various constituent businesses. Dexter added that
selected potential merger partners and buyers are currently receiving
management presentations, facility tours and data room access.
K. Grahame Walker, Chairman of the Board and Chief Executive Officer of
Dexter said, "We are very pleased with the results of the first stage of
our sale process. Our first priority is to maximize the value of our
shareholders' investment in the short term and based on progress to date we
expect to be in a position to make a definitive announcement in the next
few weeks or so. In the meantime, we are reinforced by the strong support
we have received from our shareholders who wish to see the sale process
concluded in a deliberate, orderly and successful manner. Based on this and
other factors, our Board of Directors has determined to postpone our Annual
Meeting of Shareholders until June 30, 2000. Of course, it is our objective
to present a definitive transaction to our shareholders well before that
date."
Dexter said that its Annual Meeting had been previously scheduled for April
27, 2000. The Company noted that completion of definitive proxy materials
for the meeting had been delayed by the introduction of illegal shareholder
proposals by International Specialty Products Inc. (ISP) as part of its
proxy campaign to seize control of Dexter's Board at the Annual Meeting.
The Company also said that it had submitted a motion to the court in ISP's
lawsuit against the Company seeking to have ISP's attempt to pack Dexter's
Board with seven new ISP designees declared illegal. ISP sought to have a
decision on this motion deferred. Dexter said it remains hopeful that a
decision on this motion will be forthcoming promptly. Dexter cautioned
shareholders that there can be no assurance that its discussions to sell
the Company will result in the consummation of a sale transaction.
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
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Information regarding persons who may be considered "participants" in the
solicitation of proxies from Dexter shareholders can be found in Dexter's
preliminary proxy statement on Schedule 14A filed with the Securities and
Exchange Commission. Investors and security holders are advised to read the
definitive 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 definitive proxy statement (when available) and the preliminary proxy
statement on 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 definitive 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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