Filed by Life Technologies, Inc.
Pursuant to Rule 425 under the Securities
Act of 1933
Subject Company: Life Technologies, Inc.
Commission File No. 000-14991
Contact:
Eric Winzer
Life Technologies
(301) 610-8800
or
Lew Shuster
Invitrogen Corporation
(760) 603-7200
FOR IMMEDIATE RELEASE
LIFE TECHNOLOGIES ANNOUNCES THE EXCHANGE RATIO FOR INVITROGEN MERGER
ROCKVILLE, MARYLAND, September 11, 2000 -- Life Technologies, Inc.
(OTC:LTEK.OB) said today the definitive exchange ratio for the merger of
Life Technologies and Invitrogen Corporation (Nasdaq:IVGN) will be 1.0. In
accordance with the Life Technologies/Invitrogen merger agreement, this
ratio was determined based on a pricing period in which the closing share
price for Invitrogen was averaged over a 20-Nasdaq trading day period that
ended today. The average closing price over the 20-day period was $56.67.
Since the average price was below the agreed upon low end of the collar of
$60.00, the exchange ratio was fixed at 1.0 per the terms of the merger
agreement. As a result, stockholders electing to receive only Invitrogen
shares will receive 1.0 Invitrogen share for each of their Life
Technologies shares. Stockholders electing to receive Invitrogen shares and
cash (a "standard election") will receive $16.80 in cash and .72 of an
Invitrogen share for each of their Life Technologies shares. Stockholders
electing to receive all cash for their Life Technologies shares (at a price
of $60.00 per share) will be subject to proration of the available cash
which will depend upon the number of stockholders electing to receive cash
for their shares.
On July 7, 2000 Life Technologies entered into a definitive merger
agreement with Invitrogen. Under the terms of the Life
Technologies/Invitrogen merger agreement after completion of the definitive
exchange ratio pricing period, Life Technologies stockholders have the
option to receive for each Life Technologies share: (i) $60.00 in cash,
subject to proration; (ii) $16.80 in cash and .72 of a share of Invitrogen
stock; or (iii) 1.0 share of Invitrogen stock. Approximately $105 million
of cash (28 percent of the aggregate consideration) is available for the
Life Technologies stockholders choosing either the all cash option or the
cash and stock option. After payment of the $16.80 per Life Technologies
share to all Life Technologies stockholders who make a standard election,
the remaining cash pool will be available to be shared on a pro rata basis
by any stockholders electing to receive only cash for their shares. If the
remaining pool of cash is insufficient to satisfy all such elections in
full, the remaining Life Technologies shares for which cash is not
available will be converted into Invitrogen shares on a basis of 1.0
Invitrogen share for each Life Technologies share.
Based upon the closing price for Invitrogen shares on the Nasdaq today
($56.25), the value per Life Technologies share of a standard election is
currently $57.30, and the value of an all stock election is currently
$56.25.
Immediately following completion of the merger, the Exchange Agent,
Equiserve, will send to each stockholder a letter of transmittal,
instructions and an election form for the stockholder to elect to exchange
their Life Technologies shares for cash, Invitrogen shares or a combination
of both. An election can validly be made only if the Exchange Agent
receives the stockholder's signed election form accompanied by the
stockholder's Life Technologies certificates within fifteen (15) business
days after the effective time of the merger. Assuming the effective time of
the merger is on or about September 14, 2000, the fifteen day election
period will end on or about October 5, 2000. Any stockholder who fails to
make a valid election during this period will be deemed to have made a
standard election.
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 (SEC).
ESSENTIAL TECHNOLOGIES FOR THE SCIENCE OF LIFE
# # # #
ADDITIONAL INFORMATION
Information regarding the identity of the persons who may, under SEC rules,
be deemed to be participants in the solicitation of stockholders of Life
Technologies and Invitrogen in connection with the proposed merger, and
their interests in the solicitation, are set forth in the Proxy
Statement/Prospectus, filed with the Securities and Exchange Commission by
Invitrogen as part of Invitrogen's registration statement on Form S-4,
which became effective August 14, 2000. INVESTORS ARE URGED TO READ THE
PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ON THE PROPOSED
TRANSACTION. Investors will be able to obtain the documents free of charge
at the SEC's website (www.sec.gov). In addition, documents filed with the
SEC by Life Technologies will be available free of charge by contacting
Life Technologies, 9800 Medical Center Drive, Rockville, Maryland, 20850,
Attention: Sharon MacCracken (301) 610-8801. Documents filed with the SEC
by Invitrogen may be obtained free of charge by contacting Invitrogen
Corporation, Cheri Manis, 1600 Faraday Avenue, Carlsbad, California, 92008,
(760) 603-7200. INVESTORS SHOULD READ THE PROXY STATEMENT PROSPECTUS
CAREFULLY BEFORE MAKING ANY VOTING OR INVESTMENT DECISION REGARDING THE
INVITROGEN TRANSACTIONS.
