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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT
(PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 6)
LIFE TECHNOLOGIES, INC.
(NAME OF SUBJECT COMPANY)
DEXTER CORPORATION
DEXTER ACQUISITION DELAWARE, INC.
(BIDDERS)
COMMON STOCK, PAR VALUE $.01 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 BIDDERS)
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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 Tender Offer Statement
on Schedule 14D-1 filed with the Securities and Exchange Commission (the
"Commission") on November 2, 1998, as amended by Amendments No. 1, 2, 3, 4 and 5
thereto filed with the Commission on November 5, 1998, November 12, 1998,
November 23, 1998, December 2, 1998 and December 7, 1998, respectively (as so
amended, the "Schedule 14D-1"). Capitalized terms not defined herein have the
meaning ascribed to them in the Schedule 14D-1.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 of the Schedule 14D-1 is hereby amended and supplemented to add the
following exhibit:
(a)(15) Summary Advertisement, dated December 7, 1998.
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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: December 8, 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
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(a)(15) Summary Advertisement, dated December 7, 1998.
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This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares. The Offer is made solely by the Offer to Purchase, dated
November 2, 1998, and the Supplement thereto, dated December 7, 1998, and the
related Letter of Transmittal, and is being made to all holders of Shares.
Purchaser is not aware of any state where the making of the Offer is prohibited
by administrative or judicial action pursuant to any valid state statute. If
Purchaser becomes aware of any valid state statute prohibiting the making of the
Offer or the acceptance of Shares pursuant thereto, Purchaser will make a good
faith effort to comply with such state statute. If, after such good faith
effort, the Purchaser cannot comply with such state statute, the Offer will not
be made to (nor will tenders be accepted from or on behalf of) the holders of
Shares in such state. In any jurisdiction where the securities, blue sky or
other laws require the Offer to be made by a licensed broker or dealer, the
Offer shall be deemed to be made on behalf of Purchaser by Merrill Lynch,
Pierce, Fenner & Smith Incorporated or one or more registered brokers or dealers
licensed under the laws of such jurisdiction.
Dexter Acquisition Delaware, Inc.
A Wholly-Owned Subsidiary of
Dexter Corporation
Is Now Offering to Purchase
Any and All Outstanding Shares of Common Stock of
Life Technologies, Inc.
And Has Increased the Offer Price to
$39.125 Net Per Share in Cash
Dexter Acquisition Delaware, Inc., a Delaware corporation ("Purchaser") and
a wholly-owned subsidiary of Dexter Corporation, a Connecticut corporation
("Parent"), has amended and supplemented its Offer to Purchase dated November 2,
1998 (as so amended and supplemented, the "Offer to Purchase") by a Supplement
thereto dated December 7, 1998 (the "Supplement") and is now offering to
purchase any and all outstanding shares of common stock, par value $0.01 per
share (the "Shares"), of Life Technologies, Inc., a Delaware corporation (the
"Company"), not owned by Parent, at a purchase price of $39.125 per Share (the
"Offer Price"), net to the seller in cash, without interest thereon, upon the
terms and subject to the conditions set forth in the Offer to Purchase, the
Supplement and in the related Letter of Transmittal (which, as amended and
supplemented from time to time, together constitute the "Offer").
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON TUESDAY, DECEMBER 22, 1998, UNLESS THE OFFER IS EXTENDED.
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THE MINIMUM SHARE CONDITION SET FORTH IN THE NOVEMBER 2 OFFER TO PURCHASE
HAS BEEN ELIMINATED AND THE OFFER IS NO LONGER CONDITIONED ON ANY MINIMUM NUMBER
OF SHARES BEING VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE.
HOWEVER, THE OFFER REMAINS SUBJECT TO OTHER CONDITIONS SET FORTH IN THE
SUPPLEMENT. THE OFFER IS NOT CONDITIONED ON THE AVAILABILITY OF FINANCING OR ON
THE APPROVAL OF THE BOARD OF DIRECTORS OF THE COMPANY OR ANY COMMITTEE THEREOF.
PURCHASER DOES NOT INTEND TO FURTHER EXTEND OR AMEND THE OFFER.
Parent currently beneficially owns 12,246,664 Shares, representing
approximately 51.5% of the outstanding shares at October 29, 1998. The Offer has
not been approved and its acceptance is not being recommended by the Board of
Directors of the Company or any committee thereof.
Parent and Purchaser currently desire, following the consummation of the
Offer, to have the Company effect a merger (the "Second Step Merger") in
accordance with the relevant provisions of the General Corporation Law of the
State of Delaware (the "DGCL"), in which Purchaser will be merged with and into
the Company. At the effective time of the Second Step Merger, each Share not
tendered pursuant to the Offer (other than Shares owned by the Company as
treasury stock, Shares owned by Parent or Purchaser or any subsidiary thereof,
or Shares with respect to which appraisal rights are properly exercised under
Delaware law) would be converted into the right to receive an amount in cash
equal to the Offer Price. Following consummation of the Second Step Merger, the
Company would continue as the surviving corporation and would be a wholly-owned
subsidiary of Parent. If Purchaser owns at least 90% of the outstanding Shares
following consummation of the Offer (assuming the transfer of Parent's
currently-owned Shares to Purchaser), Purchaser would have the ability to
consummate the Second Step Merger without a meeting or vote of the Board of
Directors of the Company or any committee thereof or of the stockholders of the
Company, pursuant to the "short form" merger provisions of Section 253 of the
DGCL. In such circumstances, Purchaser currently intends to so effectuate the
Second Step Merger as soon as practicable. If Parent and Purchaser own less than
90% of the outstanding Shares following consummation of the Offer, consummation
of the Second Step Merger would require the approval by the Board of Directors
of the Company of an agreement between the Company, Parent and Purchaser with
respect to the Second Step Merger (the "Merger Agreement") and the adoption of
the Merger Agreement by the holders of at least 80% of the outstanding Shares.
As a consequence, no assurance can be given as to whether or when Purchaser will
cause the Second Step Merger to be consummated and, similarly, no assurance can
be given as to whether or when an amount in cash equal to the Offer Price will
be paid to stockholders who do not tender their Shares in the Offer. Various
factors affecting the timing of the Second Step Merger and alternatives thereto
are set forth in the section entitled "SPECIAL FACTORS--Purpose and Structure of
the Offer; Plans for the Company after the Offer" of the Offer to Purchase and
the Supplement.
For purposes of the Offer, Purchaser will be deemed to have accepted for
payment, and thereby purchased, the Shares validly tendered to Purchaser and not
withdrawn as, if and when Purchaser gives oral or written notice to BankBoston,
N.A. (the "Depositary") of Purchaser's acceptance of such Shares for payment
pursuant to the Offer. 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 stockholders for the purpose of receiving payment
from Purchaser and transmitting such payment to tendering stockholders whose
Shares have been accepted for payment. Under no circumstances will interest on
the purchase price for the Shares be paid, regardless of any extension of the
Offer or any delay in making such payment. In all cases, payment for Shares
tendered and accepted for payment pursuant to the Offer will be made only after
timely receipt by the Depositary of (i) the certificates evidencing such Shares
(the "Share Certificates") or timely confirmation (a "Book-Entry Confirmation")
of a book-entry transfer of such Shares into the Depositary's account at a
Book-Entry Transfer Facility (as defined in the section entitled "THE TENDER
OFFER--Acceptance for Payment and Payment of Shares" of the Offer to Purchase)
pursuant to the procedures set forth in the section entitled "THE TENDER
OFFER--Procedure for Tendering Shares" of the Offer to Purchase and the
Supplement, (ii) the Letter of Transmittal (or a facsimile thereof), properly
completed and duly executed, with any required signature guarantees or an
Agent's Message, as defined below, in connection with a book-entry transfer and
(iii) any other documents required under the Letter of Transmittal. The term
"Agent's Message" means a message, transmitted by a Book-Entry Transfer Facility
to, and received by, the Depositary and forming a part of a Book-Entry
Confirmation, which states that the Book-Entry Transfer Facility has received an
express acknowledgment from the participant in such Book-Entry Transfer Facility
tendering the Shares that are the subject of such Book-Entry Confirmation, that
such participant has received and agrees to be bound by the terms of the Letter
of Transmittal and that Purchaser may enforce such agreement against the
participant.
Purchaser expressly reserves the right (but will not be obligated), at any
time or from time to time in its sole discretion, to extend the period of time
during which the Offer is open, including upon the occurrence of any condition
specified in the section entitled "THE AMENDED OFFER--Amended Conditions of the
Offer" of the Supplement, by giving oral or written notice of such extension to
the Depositary. Any such extension will be followed as promptly as practicable
by public announcement thereof, such announcement to be made not later than 9:00
a.m., New York City time, on the next business day after the previously
scheduled expiration date of the Offer. During any such extension, all Shares
previously tendered and not withdrawn will remain subject to the Offer and to
the rights of a tendering stockholder to withdraw such stockholder's Shares.
Tenders of Shares made pursuant to the Offer are irrevocable except that
such Shares may be withdrawn at any time prior to 12:00 Midnight, New York City
time, on December 22, 1998 (or the latest time and date at which the Offer, if
extended by Purchaser, shall expire) and, unless theretofore accepted for
payment pursuant to the Offer, may also be withdrawn at any time after January
1, 1999. For a withdrawal to be effective, a written, telegraphic, telex or
facsimile transmission notice of withdrawal must be timely received by the
Depositary at its address set forth on the back cover page of the Offer to
Purchase and the Supplement. Any such notice of withdrawal must also specify the
name of the person who tendered the Shares to be withdrawn, the number of Shares
to be withdrawn and the name of the registered holder of such Shares, if
different from that of the person who tendered such Shares. If Share
Certificates evidencing Shares to be withdrawn have been delivered or otherwise
identified to the Depositary, then, prior to the physical release of such Share
Certificates, the serial numbers shown on such Share Certificates must be
submitted to the Depositary, and the signature(s) on the notice of withdrawal
must be guaranteed by an Eligible Institution (as defined in the section
entitled "THE TENDER OFFER--Procedure for Tendering Shares" of the Offer to
Purchase), unless such Shares have been tendered for the account of an Eligible
Institution. If Shares have been tendered pursuant to the procedures for
book-entry transfer as set forth in the section entitled "THE TENDER
OFFER--Procedure for Tendering Shares" of the Offer to Purchase and the
Supplement, any notice of withdrawal must also specify the name and number of
the account at the Book-Entry Transfer Facility to be credited with the
withdrawn Shares and must otherwise comply with the Book-Entry Transfer
Facility's procedures. All questions as to the form and validity (including the
time of receipt) of any notice of withdrawal will be determined by Purchaser, in
its sole discretion, whose determination will be final and binding on all
parties.
The information required to be disclosed by Rule 14d-6(e)(1)(vii) and Rule
13e-3(e)(1) of the General Rules and Regulations under the Securities Exchange
Act of 1934, as amended, is contained in the Offer to Purchase and the
Supplement and is incorporated herein by reference.
Parent and Purchaser have been provided by the Company with the Company's
stockholder list and security position listings for disseminating the Offer to
holders of Shares and communicating with holders of Shares in connection with
the Offer. The Supplement, a revised Letter of Transmittal and other materials
will be mailed to record holders of Shares whose names appear on the Company's
stockholder's list 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 stockholder list or, if applicable, who are listed as participants
in a clearing agency's security position listing for subsequent transmittal to
beneficial owners of Shares.
The Offer to Purchase, the Supplement and the related Letter of Transmittal
contain important information which should be read carefully before any decision
is made with respect to the Offer.
Stockholders who previously tendered their Shares pursuant to the Offer are
not required to take any further action in order to receive the increased Offer
Price, except as may be required by the procedure for guaranteed delivery if
such procedure was utilized.
Questions and requests for assistance may be directed to the Information
Agent or the Dealer Manager as set forth below and additional copies of the
Offer to Purchase, the Supplement and the related Letter of Transmittal and
other tender offer materials may be obtained from the Information Agent and will
be furnished promptly at Purchaser's expense. No fees or commissions will be
paid to brokers, dealers or other persons (other than the Information Agent and
the Dealer Manager) for soliciting tenders of Shares pursuant to the Offer.
The Information Agent for the Offer is:
[MACKENZIE PARTNERS, INC. LOGO]
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (Call Collect)
or
CALL TOLL-FREE (800) 322-2885
The Dealer Manager for the Offer is:
Merrill Lynch & Co.
World Financial Center
North Tower
New York, New York 10281-1314
(212) 449-8971 (Call Collect)
December 7, 1998
