EXHIBIT 1
THIS GROUP AGREEMENT, dated as of September 14, 2000, is among
International Specialty Products Inc. ("ISP") and the other parties signatory
hereto (collectively with ISP, the "Investors").
WHEREAS, the Agreement and Plan of Merger between Invitrogen
Corporation ("Invitrogen") and Life Technologies, Inc. ("LT"), dated as of July
7, 2000 (the "Merger Agreement") is scheduled to be voted on by the LT
stockholders on September 14, 2000; and
WHEREAS, ISP has been considering the exercise of dissenters'
rights with respect to the 3,506,270 shares of common stock of LT (the "ISP LT
Shares") held of record by ISP and its subsidiaries (for the purposes of this
Group Agreement, ISP and such subsidiaries are referred to collectively as
"ISP");
NOW, THEREFORE, each of the Investors agrees to the following:
1. If, within 120 days after the effective date of the
Merger, ISP settles its dissenter's right of
appraisal and receives a per share consideration in
excess of $60 per ISP LT Share, each Investor who has
received Investor Excess Cash (as defined in
paragraph 2) shall be entitled to share on a pro rata
basis (as described in paragraph 2) the total
consideration received by ISP to the extent, and only
to the extent, that the per share consideration
received by ISP is in excess of $60. The
consideration ISP receives in settlement of its
dissenter's right of appraisal shall be valued as a
sum of (i) any cash received, plus (ii) with respect
to any securities received and still held by ISP at 4
P.M. EST on the third business day after such
receipt, the reported closing price of such
securities on such third business day, plus (iii)
with respect to any securities received and then sold
by ISP prior to 4 P.M. EST on the third business day
after such receipt, the total proceeds received from
such sales.
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2. If, within 120 days after the effective date of the
merger of LT with and into Invitrogen Corporation
(the "Merger"), either (i) ISP has not settled its
dissenters' rights claims or (ii) ISP has effectively
withdrawn its dissenters' rights claims and receives
the Standard Election Consideration (as defined in
the Merger Agreement), then if and to the extent that
an Investor other than ISP receives cash in excess of
what it would have received had ISP not exercised its
dissenters' rights and instead made a cash election
(in the aggregate, the "Investor Excess Cash"), ISP,
at its option, shall transfer to each such Investor a
number of shares of Invitrogen stock and shall
receive from each such Investor an amount of cash in
exchange therefor such that after giving effect to
such transfers each of such Investors shall have
shared on a pro rata basis with ISP (i.e., based on
the total number of shares owned by such Investor
with respect to which it makes an all-cash election
as compared to the total number of shares making an
all-cash election owned by all such Investors plus
the shares owned by ISP) the total cash consideration
received by all the Investors, including ISP,
pursuant to the Merger Agreement. If any such
transfer occurs it shall occur within three business
days following the receipt by ISP of the Standard
Election Consideration. For the purpose of
determining the number of shares to be transferred in
exchange for the cash the shares of Invitrogen shall
be valued at $60 per share.
3. If ISP determines not to exercise its dissenters'
rights with respect to the ISP LT Shares, the
agreements contained in paragraphs 1 and 2 of this
Group Agreement shall be null and void. If any
Investor determines not to make an all-cash election
pursuant to the Merger Agreement with respect to any
of the LT Shares held by it (the "No Cash Election
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Shares"), such Investor shall not be bound by
paragraph 2, and shall not have any right to enforce
any benefit contained in paragraph 1 or 4, of this
Group Agreement with respect to such No Cash Election
Shares.
4. All legal fees and expenses incurred by the Investors
incident to realizing that to which Investors are
entitled upon consummation of the Invitrogen merger
shall be borne by the Investors pro rata (without
regard to the $5,000 limit set forth in the previous
Group Agreements dated November 25, 1998, December 1,
1998 and July 18, 2000) to the extent such total fees
are less than or equal to $15,000, except that legal
fees and expenses incurred by ISP in connection with
the perfection of ISP's appraisal rights underss. 262
of the Delaware General Corporation Law and ISP's
participation in any adjudication, arbitration or
other discussion of valuation thereunder shall be
borne by ISP.
5. Any and all disputes arising under or relating to the
performance or breach of this letter agreement shall
be resolved in accordance with the Commercial
Arbitration Rules of the American Arbitration
Association ("AAA") by a single arbitrator selected
from the Complex Litigation panel of the AAA. The
hearings shall be held in New York City and judgment
on the arbitrator's award may be entered in the state
or federal courts sitting in the City of New York.
Kindly confirm your acceptance of the above by signing below.
This letter agreement shall be valid if executed in counterparts which all
together shall constitute the same instrument and shall not be effective until a
signed counterpart from each Investor is received by ISP.
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IN WITNESS WHEREOF, the undersigned have duly executed this
Agreement as of the date written above.
INTERNATIONAL SPECIALTY
PRODUCTS INC.
By /s/ Susan B. Yoss
-------------------------------------------
Name: Susan B. Yoss
Title: Senior Vice President and Treasurer
Shares Beneficially Owned: 3,506,270
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IN WITNESS WHEREOF, the undersigned have duly executed this
Agreement as of the date written above.
THE COHEN REVOCABLE TRUST
By /s/ S. Cohen
-------------------------------------------
Name: S. Cohen
Title: Trustee
Shares Beneficially Owned: 397,100
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IN WITNESS WHEREOF, the undersigned have duly executed this
Agreement as of the date written above.
BEAR, STEARNS & CO. INC.
By /s/ Barry Cohen
-------------------------------------------
Name: Barry Cohen
Title: Senior Managing Director
Shares Beneficially Owned: 300,000
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IN WITNESS WHEREOF, the undersigned have duly executed this
Agreement as of the date written above.
/s/ Frederick R. Adler
-------------------------------------------
Frederick Adler
Shares Beneficially Owned: 714,895
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IN WITNESS WHEREOF, the undersigned have duly executed this
Agreement as of the date written above.
/s/ Annie Chang
-------------------------------------------
Annie Chang
Shares Beneficially Owned: 135,500
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IN WITNESS WHEREOF, the undersigned have duly executed this
Agreement as of the date written above.
BEAR, STEARNS & CO. INC.
By /s/ Barry Cohen
--------------------------------------
Name: Barry Cohen
Title: Senior Managing Director
Shares Beneficially Owned: 47,651
(shares held in market-making account)
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