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Filed by Invitrogen Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Life Technologies, Inc.
Commission File No.: 333-43674
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DRAFT #2 -- AUGUST 24, 2000
Financial Contact: Media Contact:
Jim Glynn Dan Peoples
Invitrogen Corporation Broadgate Consultants
(760) 603-7200 (858) 552-8146
Invitrogen Corporation Announces Expiration of Hart-Scott-Rodino Waiting Period
for Life Technologies Acquisition
SAN DIEGO, California, August 28, 2000 - Invitrogen Corporation (NASDAQ: IVGN)
today announced that the waiting period under the Hart-Scott-Rodino Act relating
to its proposed acquisition of Life Technologies, Inc. (OTC Bulletin Board:
LTEK) has expired.
On July 7, 2000, Invitrogen signed definitive agreements to acquire all
of the outstanding shares of both Life Technologies, one of the world's leaders
in molecular biology and cell culture supplies for the life science industry,
and Dexter Corporation (NYSE: DEX), which currently owns approximately 75% of
Life Technologies' outstanding stock.
The acquisitions remain subject to additional closing requirements,
including completion of the sale of Dexter's nonwovens business to Ahlstrom
Paper Group and the approval of the transactions by the stockholders of all
three companies at meetings to be held on Sept. 14. The combined transactions
are expected to close immediately after stockholder approval.
According to Invitrogen, this combination will create a leading company
in life sciences and genomics with annual revenues in excess of $500 million.
The transactions will make Invitrogen a premier products provider for molecular
biology research, particularly gene cloning, expression, and analysis, core
techniques in deciphering the human genome sequence, which was recently
completed.
Invitrogen develops, manufactures and markets research tools in kit
form and provides other research products and services to corporate, academic
and government entities. These research kits simplify and improve gene cloning,
gene expression and gene analysis techniques and are used for genomics and
gene-based drug discovery, among other molecular biology activities. Founded in
1987, Invitrogen is headquartered in San Diego, California and also has
operations in Huntsville, Alabama, Groningen, Netherlands, and Heidelberg,
Germany.
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Page 2 -- Invitrogen Corporation Announces Expiration of Hart-Scott-Rodino
Waiting Period for Life Technologies Acquisition
Life Technologies, Inc. provides essential technologies needed by the
biotechnology and biopharmaceutical communities. The company manufactures and
markets a breadth of offerings unique in the industry, used in applications of
the life sciences discovery, development, and production process. The offerings
range from catalog and custom products to technology licensing, research
services, large-scale production, and life science technical expertise and
support. With operations in more than 20 countries and distributor relationships
in 40 more, the company serves customers in universities, public and private
research institutions, and biotechnology and pharmaceutical companies.
Headquartered in Rockville, Maryland, the company employs over 2,000 at its
worldwide locations.
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.
For more information about Invitrogen and Life Technologies, visit the
companies' Web sites at www.invitrogen.com and www.lifetech.com.
# # #
CERTAIN STATEMENTS CONTAINED IN THIS PRESS RELEASE ARE CONSIDERED
"FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995, SUCH AS STATEMENTS RELATING TO DEVELOPMENT AND
INCREASED FLOW OF NEW PRODUCTS, LEVERAGING TECHNOLOGY AND PERSONNEL, ADVANCED
OPPORTUNITIES, CREATION OF NEW STANDARDS AND NEW DELIVERY PLATFORMS WHICH ARE
PROSPECTIVE. SUCH FORWARD-LOOKING STATEMENTS ARE SUBJECT TO A NUMBER OF RISKS,
UNCERTAINTIES AND OTHER FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM FUTURE RESULTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING
STATEMENTS. POTENTIAL RISK AND UNCERTAINTIES INCLUDE, BUT ARE NOT LIMITED TO,
APPROVAL OF THE MERGERS, SATISFACTION OF THE CONDITIONS TO CLOSING INCLUDING THE
DIVESTITURE OF DEXTER'S NONWOVENS BUSINESS, SUCCESSFUL COMBINATION OF THE
OPERATIONS OF THE TWO COMPANIES AND PREVIOUSLY ACQUIRED COMPANIES, RETENTION OF
KEY PERSONNEL, THE ABILITY TO MANAGE GROWTH, SUCCESSFUL DEVELOPMENT AND
COMMERCIALIZATION OF NEW PRODUCTS AND SERVICES, CONTINUED IDENTIFICATION,
DEVELOPMENT AND LICENSING OF NEW TECHNOLOGY, COMPETITION AND OTHER RISKS AND
UNCERTAINTIES DETAILED FROM TIME TO TIME IN INVITROGEN'S FILINGS WITH THE
SECURITIES AND EXCHANGE COMMISSION.
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
Invitrogen, Life Technologies and Dexter in connection with the proposed
mergers, and their interests in the solicitation, are set forth in a Schedule
14A previously filed with the Securities and Exchange Commission. INVESTORS
AND SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ON THE PROPOSED TRANSACTIONS. Investors and shareholders may
obtain the documents free of charge at the SEC's website (www.sec.gov). In
addition, documents filed with the SEC by Invitrogen may be obtained free of
charge by contacting Invitrogen Corporation, 1600 Faraday Avenue, Carlsbad,
California, 92008, (760) 603-7200. INVESTORS SHOULD READ THE PROXY
STATEMENT/PROSPECTUS CAREFULLY BEFORE MAKING ANY VOTING OR INVESTMENT
DECISION. Invitrogen filed a joint proxy statement and prospectus with the
Securities and Exchange Commission as part of Invitrogen's Registration
Statement on Form S-4 which became effective August 14, 2000.
