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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 3)
LIFE TECHNOLOGIES, INC.
(NAME OF THE ISSUER)
DEXTER CORPORATION
DEXTER ACQUISITION DELAWARE, INC.
(NAME OF THE PERSONS FILING STATEMENT)
COMMON STOCK $.01 PAR VALUE PER SHARE
(TITLE OF CLASS OF SECURITIES)
532177201
(CUSIP NUMBER OF CLASS OF SECURITIES)
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BRUCE H. BEATT, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
DEXTER CORPORATION
ONE ELM STREET
WINDSOR LOCKS, CT 06096
(860) 292-7675
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF PERSONS FILING STATEMENT)
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COPY TO:
JERE R. THOMSON, ESQ.
JONES, DAY, REAVIS & POGUE
599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
(212) 326-3939
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Dexter Acquisition Delaware, Inc., a Delaware corporation ("Purchaser")
and a wholly-owned subsidiary of Dexter Corporation, a Connecticut corporation
("Parent") and Parent hereby amend and supplement their Rule 13e-3 Transaction
Statement on Schedule 13E-3, filed with the Securities and Exchange Commission
(the "Commission") on November 2, 1998, as amended by Amendments No. 1 and No. 2
thereto filed with the Commission on November 5, 1998 and November 12, 1998,
respectively (as so amended, the "Schedule 13E-3"). Capitalized terms not
defined herein have the meaning ascribed to them in the Schedule 13E-3.
ITEM 4. TERMS OF THE TRANSACTION.
Item 4(a) is hereby amended by amending and restating in its entirety
"THE TENDER OFFER--Certain Conditions of the Offer" in the Offer to Purchase as
follows:
CERTAIN CONDITIONS OF THE OFFER
Notwithstanding any other term or provision of the Offer,
Purchaser shall not be required to accept for payment, or, subject to
any applicable rules and regulations of the Commission, including Rule
14e- 1(c) under the Exchange Act (relating to Purchaser's obligation to
pay for or return tendered Shares promptly after termination or
withdrawal of the Offer), accept for payment, purchase or pay for any
Shares of the Company tendered, and may terminate or amend the Offer
and may postpone the acceptance for payment of and payment for any
Shares, if (i) the Minimum Condition has not been satisfied prior to
the Expiration Date, or (ii) at any time prior to the Expiration Date,
any of the following shall occur or exist:
(a) there shall have been threatened, instituted or be pending
any action, proceeding, application, claim or counterclaim by any
government or governmental authority or agency, domestic or
foreign, or by any other person, domestic or foreign, before any
court or governmental regulatory or administrative agency,
authority or tribunal, domestic or foreign, (i) challenging the
acquisition by Parent or Purchaser of the Shares or seeking to
restrain or prohibit the making or consummation of the Offer or
the Second Step Merger; (ii) seeking to obtain from Parent or
Purchaser any damages, fines or legal sanctions relating to the
Offer or the Second Step Merger; (iii) seeking to prohibit or
limit the ownership or operation by Parent or Purchaser or any of
their affiliates of any portion of the business or assets of the
Company or to compel Parent or Purchaser or any of their
affiliates to dispose of or hold separate all or any portion of
the business or assets of the Company or seeking to impose any
limitation on the ability of Parent or Purchaser or any of their
affiliates to conduct such business or own such assets; (iv)
seeking to impose or confirm limitations on the ability of Parent
or Purchaser or any of their affiliates effectively to exercise
full rights of ownership of the Shares, including, without
limitation, the right to vote any Shares acquired or owned by
Parent or Purchaser or any of their affiliates on all matters
properly presented to the Company's stockholders; (v) seeking to
require divestiture by Parent or Purchaser or any of their
affiliates of any Shares; or (vi) which would otherwise in the
judgment of Purchaser or Parent (which shall be reasonably
exercised), materially adversely affect the Company or adversely
affect the benefits which Purchaser or Parent expects to derive
from the successful completion of the Offer and/or the Second Step
Merger; or
(b) there shall be any statute, rule, regulation, legislation,
interpretation, judgment, order or injunction proposed, enacted,
promulgated, entered, enforced, issued or deemed applicable to the
Offer, the Second Step Merger, or other similar business
combination by Purchaser or any affiliate of Parent with the
Company, or any other action shall have been taken by any
government, governmental
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authority or agency or court with respect to a proceeding
described in paragraph (a) above, domestic or foreign, that has,
or, in Parent's discretion (which shall be reasonably
exercised), could be expected to result in, any of the
consequences referred to in paragraph (a) above; or
(c) any approval, permit, authorization, favorable review or
consent of any court or governmental entity shall not have been
obtained on terms satisfactory to Parent or Purchaser in their
discretion (which shall be reasonably exercised) or Parent or
Purchaser is advised, or otherwise has reason to believe, that any
such approval, permit, authorization, review or consent will be
denied or substantially delayed, or will not be given other than
upon terms or conditions that would, in Parents' or Purchaser's
judgment (which shall be reasonably exercised), make it
impracticable to proceed with the Offer; or
(d) any change shall have occurred or been threatened (or any
condition, event or development shall have occurred or been
threatened involving a prospective change) in the business,
properties, assets, liabilities, capitalization, stockholder's
equity, condition (financial or otherwise), operations, licenses
or franchises, results of operations or prospects of the Company
that, in the judgment of Parent(which shall be reasonably
exercised), is or may be materially adverse to the Company or to
the value of the Shares to Purchaser, Parent or any other
affiliate of Parent or Purchaser, or Parent or Purchaser shall
have become aware of any facts that, in the judgment of Parent or
Purchaser (which shall be reasonably exercised), have or may have
material adverse significance with respect to either the value of
the Company or the value of the Shares to Purchaser, Parent or any
other affiliate of Parent; or
(e) there shall have occurred or been threatened (i) any
general suspension of trading in, or limitation on prices for,
securities on the New York Stock Exchange, Inc., any other
national securities exchange or in the over-the-counter market in
the United States; (ii) the declaration of a banking moratorium or
any suspension of payments in respect of banks in the United
States (whether or not mandatory); (iii) any extraordinary or
material adverse change in the financial markets or major stock
exchange indices in the United States or abroad or in the market
price of Shares; (iv) any material change in United States
currency exchange rates or any other currency exchange rates or a
suspension of, or limitation on, the markets therefor; (v) the
commencement of a war or armed hostilities or other international
calamity directly or indirectly involving the United States; or
(vi) in the case of any of the foregoing existing at the time of
the commencement of the Offer, a material acceleration or
worsening thereof; or
(f) unless Parent shall have consented in writing, the Company
shall have (i) split, combined or otherwise changed, or authorized
or proposed a split, combination or other change of, the Shares or
its capitalization; (ii) issued, distributed, pledged or sold, or
authorized, proposed or announced the issuance, distribution,
pledge or sale of (A) any shares of capital stock (including,
without limitation, the Shares), or securities convertible into
any such shares, or any rights, warrants or options to acquire any
such shares or convertible securities, or (B) any other securities
in respect of, in lieu of, or in substitution for Shares; (iii)
purchased or otherwise acquired or caused a reduction in the
number of, or proposed or offered to purchase or otherwise acquire
or cause a reduction in the number of, any outstanding Shares or
other securities of the Company; (iv) declared or paid any
dividend or distribution on any shares of capital stock or issued,
or authorized, recommended or proposed the issuance of, any other
distribution in respect of the Shares, whether payable in cash,
securities or other property, or altered or proposed to alter any
material term of any outstanding security; (v) issued, or
announced its intention to issue, any debt securities or any
rights, warrants or options entitling the holder thereof to
purchase or otherwise
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acquire any debt securities, or incurred, or announced its
intention to incur, any debt other than in the ordinary course of
business and consistent with its past practice; (vi) authorized,
recommended, proposed or publicly announced its intention to enter
into (A) any merger, consolidation, liquidation, dissolution,
business combination, acquisition of assets or securities or
disposition of assets or securities other than in the ordinary
course of business, (B) any material change in its capitalization,
(C) any release or relinquishment of any material contract rights,
or (D) any comparable event not in the ordinary course of
business; (vii) authorized, recommended or proposed or announced
its intention to authorize, recommend or propose any transaction
which could adversely affect the value of the Shares; (viii)
proposed, adopted or authorized any amendment to its Certificate
of Incorporation or Bylaws or similar organizational documents or
Purchaser or Parent shall have learned about any such proposal or
amendment which shall not have been previously disclosed; (ix)
entered into any new material contracts or canceled or
substantially changed the terms of any existing material
contracts; or (x) agreed in writing or otherwise to take any of
the foregoing actions; or
(g) the Company shall have (i) entered into any employment,
severance or similar agreement, arrangement or plan with any of
its employees other than in the ordinary course of business; (ii)
entered into or amended any agreements, arrangements or plans so
as to provide for increased or accelerated benefits to any
employee as a result of or in connection with the transactions
contemplated by the Offer, the Second Step Merger or other
business combination; or (iii) except as may be required by law,
taken any action to terminate or amend any employee benefit plan
(as defined in Section 3(2) of the Employee Retirement and Income
Security Act of 1974, as amended) of the Company, or Purchaser
shall have become aware of any such action that was not disclosed
in publicly available filings prior to the date of this Offer to
Purchase; or
(h) Purchaser, Parent or another affiliate of Parent and the
Company shall have entered into an agreement that the Offer be
terminated or amended or Purchaser, Parent or another affiliate of
Parent shall have entered into an agreement with the Company
providing for a merger or other business combination with the
Company,
which, in the judgment of Parent or Purchaser (which shall be
reasonably exercised) in any such case, and regardless of the
circumstances (including any action or inaction by Purchaser, Parent or
any affiliate of Parent) giving rise to any such condition, makes it
inadvisable to proceed with the Offer and/or with such acceptance for
payment or payment.
The foregoing conditions are for the sole benefit of Parent and
Purchaser and may be asserted by Parent or Purchaser regardless of the
circumstances giving rise to any such condition and may be waived by
Parent or Purchaser, in whole or in part, at any time and from time to
time, in its discretion. The failure by Parent or Purchaser at any time
to exercise any of the foregoing rights will not be deemed a waiver of
any such right, and the waiver of such right with respect to any
particular facts or circumstances shall not be deemed a waiver with
respect to any other facts or circumstances, and each such right will
be deemed an ongoing right which may be asserted at any time and from
time to time. Any determination by Parent or Purchaser concerning the
events described above will be final and binding upon all parties.
Should the Offer be terminated pursuant to the foregoing
provisions, all tendered Shares not theretofore accepted for payment
shall forthwith be returned by the Depositary to the tendering
stockholders.
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ITEM 16. ADDITIONAL INFORMATION.
(a) Item 16 is hereby amended by the addition of the following paragraph as
the new fourth paragraph under "SPECIAL FACTORS--Background of the Offer" in the
Offer to Purchase:
The presentation of Merrill Lynch at such meetings (the "June
Presentation") was based solely on publicly-available information and
estimates of future financial results published by First Call
Corporation and selected brokerage firms and was used to assist Parent
in determining the appropriate price for the Proposal. Such
presentation analyzed the pro forma effect on Parent of a transaction
involving a hypothetical offer price of $38.00 per share and a
sensitivity analysis of plus or minus $1.00 per share (the
"Hypothetical Range"). The presentation also included analyses similar
to those analyses described below under "--Analysis of Financial
Advisor to Parent-Analyses of Selected Comparable Publicly Traded
Companies" and "-Analysis of Change of Control Acquisitions". For
purposes of comparing implied multiples, Merrill Lynch used the
mid-point of the Hypothetical Range, which represented a premium of
19.2% over the Company's closing price on NASDAQ (as defined below) of
$31.88 per share on June 22, 1998. The full text of the June
Presentation has been included as Exhibit (g)(6) to the Schedule 13E-3
and the Schedule 14D-1 and the foregoing summary is qualified in its
entirety by reference to such Exhibit. See the last five paragraphs
under "--Analysis of Financial Advisor to Parent" for qualifying
statements as to the October 23, 1998 presentation of Merrill Lynch
which qualifying statements apply to its June Presentation as well,
including as to any projections included therein.
(b) Item 16 is hereby amended by amending and restating in its entirety the
fifth paragraph under "SPECIAL FACTORS--Background of the Offer" in the Offer
to Purchase:
On July 6, 1998, in a special meeting of the Parent Board,
the Parent Board authorized Mr. Walker to make a proposal on behalf of
Parent to acquire all of the shares of the Company not currently owned
by Parent for $37.00 in cash. Such price represented a premium of 20.1%
over the Company's closing price on NASDAQ of $30.81 per share on July
2, 1998.
(c) Item 16 is hereby amended by amending and restating in its entirety the
twenty-sixth paragraph under "SPECIAL FACTORS-Background of the Offer" in the
Offer to Purchase:
On October 14, 1998, the Parent Board held a special telephonic meeting
to receive report s on the Proposal from Parent's management and its
financial advisor on the Special Committee's response to the Proposal
and related matters. The presentation of Merrill Lynch set forth in its
October 14, 1998 presentation contained analyses similar to those set
forth in its October 23, 1998 presentation and described under
"--Analyses of Financial Advisor to Parent". Such presentation also
analyzed the pro forma impact of the transaction on Parent. All such
analyses used the Offer Price. The full text of Merrill Lynch's written
presentation delivered to the Parent Board on October 14, 1998 has been
included as Exhibit (g)(7) to the Schedule 13E-3 and the Schedule 14D-1
and the foregoing summary is qualified in its entirety by reference to
such Exhibit. See the last five paragraphs under "--Analysis of
Financial Advisor to Parent" for qualifying statements as to the
October 23, 1998 presentation of Merrill Lynch which qualifying
statements apply to its October 14, 1998 presentation as well,
including as to any projections included therein.
(d) Item 16 is hereby amended by amending and restating in its entirety
the second sentence in the twenty-ninth paragraph under "SPECIAL
FACTORS--Background of the Offer" in the Offer to Purchase as follows:
See "CERTAIN FACTORS--Fairness of the Offer" and "--Analysis
of Financial Advisor to Parent".
(e) Item 16 is hereby amended by amending and restating in their entirety
the third and fourth full paragraphs under "THE TENDER OFFER--Certain
Information Concerning the Company--Projections" in the Offer to Purchase as
follows:
THE PROJECTIONS SET FORTH ABOVE WERE NOT PREPARED BY PARENT OR
PURCHASER. THE PROJECTIONS ARE INCLUDED HEREIN SOLELY BECAUSE SUCH
INFORMATION WAS FURNISHED TO PARENT ON BEHALF OF THE SPECIAL COMMITTEE.
FOR THE REASONS SET FORTH AND REFERRED TO UNDER THE HEADINGS, "SPECIAL
FACTORS--BACKGROUND OF THE OFFER", "--FAIRNESS OF THE OFFER" AND
"--ANALYSIS OF FINANCIAL ADVISOR TO PARENT", PARENT DISAGREES WITH
CERTAIN IMPORTANT ASPECTS OF THE PROJECTIONS AND THE INCLUSION OF THE
PROJECTIONS IN THIS OFFER TO PURCHASE SHOULD NOT BE REGARDED AS AN
INDICATION THAT PARENT, PURCHASER OR PARENT'S FINANCIAL ADVISOR, OR
PARENT'S OR PURCHASER'S OFFICERS AND DIRECTORS, CONSIDER SUCH
INFORMATION TO BE ACCURATE OR RELIABLE. NONE OF SUCH PERSONS OR
ENTITIES ASSUMES ANY RESPONSIBILITY FOR THE ACCURACY THEREOF.
IN ADDITION, THE MATTERS DISCUSSED ABOVE UNDER THIS HEADING, "THE
TENDER OFFER --CERTAIN INFORMATION CONCERNING THE COMPANY
--PROJECTIONS" TOGETHER WITH OTHER MATTERS SET FORTH UNDER THE HEADING,
"SPECIAL FACTORS --BACKGROUND OF THE OFFER", "--FAIRNESS OF THE OFFER"
AND "--ANALYSIS OF FINANCIAL ADVISOR TO PARENT" ARE FORWARD-LOOKING
STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. STOCKHOLDERS ARE
CAUTIONED THAT, IN ADDITION TO OTHER FACTORS SET FORTH UNDER "SPECIAL
FACTORS --BACKGROUND OF THE OFFER", "--FAIRNESS OF THE OFFER" AND
"--ANALYSIS OF FINANCIAL ADVISOR TO PARENT", THE FOLLOWING FACTORS MAY
CAUSE THE COMPANY'S ACTUAL FINANCIAL PERFORMANCE TO DIFFER MATERIALLY
FROM THOSE EXPRESSED IN SUCH FORWARD-LOOKING STATEMENTS; PRESSURE ON
GROWTH RATES FROM COMPETITION AND REDIRECTED FOCUS FROM CORE BUSINESS;
CURRENT ECONOMIC CONDITIONS; HISTORICALLY LOWER R&D PRODUCTIVITY THAN
THAT PROJECTED IN THE R&D PROJECTIONS UTILIZED BY GOLDMAN SACHS;
ABSENCE OF HISTORY OF COMPANY'S SUCCESSFUL COMMERCIALIZATION OF THE
SIGNIFICANT NUMBER OF MAJOR NEW PRODUCTS REFLECTED IN SUCH R&D
PROJECTIONS; TECHNOLOGICAL RISKS INHERENT IN R&D PIPELINE; AND ABSENCE
OF HISTORY OF REVENUE AND PROFIT CONTRIBUTION FROM NEW PROJECTS
COMPARABLE TO THAT PROJECTED IN THE R&D PROJECTIONS.
THE PROTECTION OF THE DISCLOSURE LIABILITY SAFE HARBOR FOR
FORWARD-LOOKING STATEMENTS CONTAINED IN THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995 IS NOT APPLICABLE TO PROJECTIONS OR OTHER
FORWARD-LOOKING INFORMATION CONTAINED IN THIS OFFER TO PURCHASE.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
Item 17 of the Schedule 13E-3 is hereby amended to add the
following exhibits:
(g)(6) Presentation of Merrill Lynch, Pierce, Fenner & Smith
Incorporated to the Board of Directors of Dexter
Corporation, dated June 25, 1998 (previously filed as
exhibit (g)(6) to the Schedule 14D-1 and incorporated
herein by reference).
(g)(7) Presentation of Merrill Lynch, Pierce Fenner & Smith
Incorporated to the Board of Directors of Dexter
Corporation, dated October 14, 1998 (previously filed
as exhibit (g)(7) to the Schedule 14D-1 and
incorporated herein by reference).
(g)(8) Financial projections of Goldman, Sachs & Co. presented
at September 17, 1998 meeting between financial
advisors of Parent and Special Committee; Project and
Product names have been coded by the filing person
(previously filed as exhibit (g)(8) to the Schedule
14D-1 and incorporated herein by reference).
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: November 23, 1998 DEXTER ACQUISITION DELAWARE, INC.
By: /s/ KATHLEEN BURDETT
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Name: Kathleen Burdett
Title: Treasurer
DEXTER CORPORATION
By: /s/ BRUCE H. BEATT
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Name: Bruce H. Beatt
Title: Vice President, General
Counsel and Secretary
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
(g)(6) Presentation of Merrill Lynch, Pierce, Fenner & Smith Incorporated to
the Board of Directors of Dexter Corporation, dated June 25, 1998
(previously filed as exhibit (g)(6) to the Schedule 14D-1 and
incorporated herein by reference).
(g)(7) Presentation of Merrill Lynch, Pierce, Fenner & Smith Incorporated to
the Board of Directors of Dexter Corporation, dated October 14, 1998
(previously filed as exhibit (g)(7) to the Schedule 14D-1 and
incorporated herein by reference).
(g)(8) Financial projections of Goldman, Sachs & Co. presented at September
17, 1998 meeting between financial advisors of Parent and Special
Committee; Project and Product names have been coded by the filing
person (previously filed as exhibit (g)(8) to the Schedule 14D-1 and
incorporated herein by reference).
