SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
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|_| 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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N/A
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0-11.
(a) Title of each class of securities to which transaction applies:
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computed pursuant to Exchange Act Rule 0-11:
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As filed with the Commission on May 18, 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 CORPORATION SENDS LETTER TO ISP
WINDSOR LOCKS, CONNECTICUT, May 17, 2000 - Dexter Corporation (NYSE:DEX)
announced that it had sent a letter to International Specialty Products
(NYSE:ISP), the text of which is as follows:
May 17, 2000
Mr. Samuel J. Heyman
Chairman of the Board
International Specialty Products Inc.
1361 Alps Road
Wayne, New Jersey 07470
Dear Mr. Heyman:
First, on behalf of the Board of Directors, I want to thank ISP and
its management for their efforts in connection with Dexter's short-term
value maximization program. Unfortunately, we have not yet arrived at a
point that causes the Dexter Board to believe the process is complete and
should be closed. Nevertheless, we encourage ISP to continue its efforts in
that direction.
Second, on behalf of the Board of Directors, I want to clearly and
unambiguously offer to sell Dexter to ISP and further to offer to enter
immediately into negotiations with your representatives for the purpose of
reaching definitive agreements with ISP that will provide the following:
>> Prompt commencement by ISP of a cash tender offer for all outstanding
Dexter common shares, to be followed by a merger of Dexter and ISP
>> Merger of Life Technologies with ISP or a wholly owned affiliate of
ISP in which LTEK shares not owned by Dexter or ISP receive fair
consideration
Your counsel, Weil, Gotshal & Manges, and ours, Skadden, Arps, Slate,
Meagher & Flom, have discussed the drafts of these agreements we submitted
to ISP and the comprehensive comments on those drafts that ISP returned to
us. We concluded, as we believe you very likely did, that our only real
differences on the form of Dexter merger agreement involved the level of
certainty it provided that once signed the tender offer would be commenced,
consummated and closed. In a similar vein, our counsel expressed concern
regarding certain overly conditional features of ISP's commitment letter
from The Chase Manhattan Bank. Your counsel has invited us to negotiate the
specific terms of concern to us. We accept that invitation as well as the
implicit invitation to negotiate the features of the merger agreement you
proposed to change which concerned us. For that purpose, we have enclosed a
revised Dexter merger agreement and a copy of the Chase commitment letter
which has been hand-marked to show the revisions we would request that ISP
and Chase consider. The enclosed Dexter merger agreement is in substance
the draft your counsel proposed, with very modest modifications intended to
provide us with a high level of confidence that, once signed, it will
close.
Our inclusion of the Life Technologies merger agreement is intended
to renew our request that you forthrightly deal with the acquisition of all
publicly-held shares of the Dexter-controlled entities in a single
transaction. We believe this is not only an appropriate action for Dexter
to seek, but also one that ISP should embrace to ensure fair and equitable
treatment of the Life Technologies minority. We assume this belief reflects
the belief of the independent members of the Life Technologies Board of
Directors, although we have not discussed it with them.
We firmly believe our actions today leave Dexter and ISP with only a
single issue between us -- price. You contend that ISP is offering $50.
Taking ISP at its word, we know that the difference between us is not an
unbridgeable chasm. We urge you to join us in a negotiation that resolves
the remaining difference between us.
Third, as you know from our discussions, we believe that values in
excess of $50 for Dexter shareholders can be achieved through a strategy
commencing with disposition of Dexter's wholly owned businesses -- Nonwoven
Materials, Electronic Materials and Adhesive & Coating Systems. Our process
has already produced significant indications of interest from financially
capable, responsible bidders for those businesses. We are proceeding
expeditiously to develop those interests and to enter into contracts
providing for those sales as promptly as possible. We believe your interest
in Dexter is especially focused on one or more of these businesses.
Accordingly, we strongly urge you to join the process and to submit
proposals on the businesses you wish to own, because we expect that this
process will move quickly and that this opportunity may not be open to you
for very long. To be clear, if you choose not to participate in this part
of the process, ISP will receive no further notice of the status or
development of the process, except as all Dexter shareholders are so
informed, and the next announcement could be that Dexter has entered into
unconditional, binding agreements to sell the businesses.
We look forward to hearing from you in the near future, as well as to
working with you on whichever avenue of interest in Dexter you wish to
pursue.
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 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.
dinham
