SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement |_| Confidential, For Use of the
Commission
Only (as permitted by Rule
14a-6(e)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|X| Soliciting Material Under Rule 14a-12
LIFE TECHNOLOGIES, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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(5) Total fee paid:
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|_| Fee paid previously with preliminary materials:
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|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(4) Dated Filed:
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<PAGE>
THE FOLLOWING IS A SCRIPT USED BY CERTAIN EXECUTIVES OF LIFE
TECHNOLOGIES, INC., INVITROGEN CORPORATION AND DEXTER CORPORATION
FOR A CALL WITH CERTAIN ANALYSTS ON JULY 10, 2000
<PAGE>
[LOGO]
ANALYST TELECONFERENCE SCRIPT
OPERATOR INTRODUCTION
MR. TURNER:
THANK YOU OPERATOR.
GOOD MORNING LADIES AND GENTLEMEN. THANK YOU SO MUCH FOR JOINING US THIS
MORNING TO DISCUSS OUR EXCITING NEWS.
BEFORE I BEGIN, LET ME INTRODUCE THE FOLKS WITH ME TODAY. JIM GLYNN,
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER OF INVITROGEN, AND DR.
J. STARK THOMPSON, PRESIDENT AND CHIEF EXECUTIVE OFFICER OF LIFE TECHNOLOGIES.
ALSO, THIS CONFERENCE CALL MAY CONTAIN STATEMENTS THAT ARE CONSIDERED
"FORWARD-LOOKING" WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM
ACT OF 1995. THE COMPLETE FORWARD LOOKING STATEMENT IS IN OUR PRESS RELEASE
ANNOUNCING THESE TRANSACTIONS AND IS UPDATED FROM TIME TO TIME IN THE COMPANIES'
SEC FILINGS.
<PAGE>
AS YOU KNOW, YESTERDAY, WE ANNOUNCED THAT INVITROGEN, LIFE TECHNOLOGIES AND
DEXTER HAVE ENTERED INTO DEFINITIVE MERGER AGREEMENTS UNDER WHICH INVITROGEN
WILL ACQUIRE ALL OF THE OUTSTANDING SHARES OF BOTH LIFE TECHNOLOGIES AND DEXTER
CORPORATION. DEXTER CORPORATION CURRENTLY OWNS APPROXIMATELY 75% OF LIFE
TECHNOLOGIES' OUTSTANDING STOCK.
FOR THOSE OF YOU WHO AREN'T FAMILIAR WITH LIFE TECHNOLOGIES, IT IS ONE OF THE
WORLD'S LEADERS IN MOLECULAR BIOLOGY AND CELL CULTURE SUPPLIES FOR THE LIFE
SCIENCE INDUSTRY. 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. INVITROGEN WAS FOUNDED IN 1987. OUR HEADQUARTERS
ARE IN SAN DIEGO, CALIFORNIA AND WE ALSO HAVE OPERATIONS IN ALABAMA, THE
NETHERLANDS, AND GERMANY.
THE COMBINED TRANSACTIONS HAVE A TOTAL EQUITY VALUE OF APPROXIMATELY $1.9
BILLION, TO BE PAID IN A COMBINATION OF CASH AND INVITROGEN STOCK, AND ARE
EXPECTED TO CLOSE SIMULTANEOUSLY IN THE FALL OF 2000.
BOTH TRANSACTIONS WILL BE ACCOUNTED FOR AS PURCHASES AND WILL BE IMMEDIATELY
ACCRETIVE TO INVITROGEN'S CASH EARNINGS PER SHARE.
<PAGE>
THIS COMBINATION CREATES A LEADING COMPANY IN LIFE SCIENCES AND GENOMICS WITH
ANNUAL REVENUES IN EXCESS OF $500 MILLION AND APPROXIMATELY $100 MILLION IN
OPERATING CASHFLOW. THE TRANSACTION WILL MAKE INVITROGEN A PREMIER PRODUCTS
PROVIDER FOR MOLECULAR BIOLOGY RESEARCH, PARTICULARLY GENE CLONING, EXPRESSION,
AND ANALYSIS -- KEY TECHNIQUES IN DECIPHERING THE HUMAN GENOME SEQUENCE, WHICH
WAS RECENTLY COMPLETED.
WE KNOW LIFE TECHNOLOGIES WELL. WHEN WE FIRST SPOKE ABOUT THE POWER OF THIS
COMBINATION AT THE BEGINNING OF THIS YEAR WE ALL RECOGNIZED ITS POTENTIAL. I'M
GLAD TO BE HERE TODAY TO SHARE OUR ENTHUSIASM AND VISION FOR OUR COMBINED
FUTURE.
THIS COMBINATION CREATES A NEW GLOBAL LEADER IN MOLECULAR BIOLOGY RESEARCH AND
SERVICES. TOGETHER, INVITROGEN AND LIFE TECHNOLOGIES WILL HAVE SUBSTANTIAL
GROWTH OPPORTUNITIES BY OFFERING A COMPREHENSIVE PRODUCT LINE IN GENE CLONING,
EXPRESSION AND ANALYSIS. OUR TARGET MARKET HAS BEEN GROWING IN THE RANGE OF 25
TO 30% ANNUALLY FOR THE LAST FIVE YEARS. THIS MARKET IS POISED FOR EVEN MORE
RAPID EXPANSION DUE TO THE COMPLETION OF THE HUMAN GENOME SEQUENCE. WE BELIEVE
WE CAN ACCELERATE THE GROWTH RATE OF LIFE TECHNOLOGIES PRODUCTS AS A RESULT OF A
NUMBER OF STRATEGIC AND REVENUE GROWTH OPPORTUNITIES.
<PAGE>
o FIRST, TOGETHER WE CAN FURTHER ENHANCE OUR LEADERSHIP POSITION IN THE
RAPIDLY GROWING LIFE SCIENCE MARKET. WE SERVE THAT BROAD MARKET FROM THE
LARGEST CORPORATE AND COMMERCIAL CUSTOMERS TO ACADEMIC AND GOVERNMENT
ENTITIES.
o WE INTEND FOR LIFE TECHNOLOGIES AND INVITROGEN TO DEVELOP PROPRIETARY
EXPRESSION SYSTEMS, HOST CELL LINES, AND GROWTH MEDIA FOR THE
MANUFACTURE OF CLONED PROTEINS. THIS ALONE TARGETS THE $3 BILLION
MOLECULAR AND CELL BIOLOGY MARKET;
o WE ARE UNIQUELY POSITIONED TO COMBINE OUR TECHNOLOGIES TO CREATE AN
OPERATING SYSTEM THAT WILL BE THE INDUSTRY STANDARD FOR CONVENTIONAL
AND HIGH-THROUGHPUT GENE CLONING AND EXPRESSION. IN PARTICULAR, WE WILL
COMBINE INVITROGEN'S TOPO/TA AND ECHO CLONING TECHNOLOGY, LIFE
TECHNOLOGIES' CDNA AND GATEWAYTM CLONING TECHNOLOGY, AND THE INDUSTRY'S
BROADEST LINE OF EXPRESSION VECTORS INTO AN INTEGRATED OPERATING SYSTEM
FOR GENE CLONING AND EXPRESSION. THIS SYSTEM WILL ALSO PROVIDE A
COMPLETE PLATFORM FOR HIGH-THROUGHPUT GENE DISCOVERY. THROUGH THIS
PRODUCT OFFERING, WE WILL NOT ONLY BE ABLE TO DRIVE OUR LEADERSHIP
POSITION IN THE HIGH GROWTH GENE CLONING AND EXPRESSION MARKET, BUT
ALSO BE ABLE TO CROSS SELL OUR COMPLETE RANGE OF MOLECULAR BIOLOGY
PRODUCTS AND SERVICES INTO OUR COMBINED CUSTOMER BASE.
<PAGE>
o ALSO, WE WILL LEVERAGE OUR EXTENSIVE COMBINED PROPRIETARY TECHNOLOGY
PORTFOLIO OF OVER 200 ISSUED AND PENDING PATENTS AND OVER 300 LICENSES;
o BEYOND THE SIGNIFICANT NEAR-TERM PRODUCT GROWTH OPPORTUNITIES CREATED BY
THIS TRANSACTION, WE EXPECT TO AUGMENT OUR PROVEN ABILITY TO RAPIDLY
DEVELOP ADDITIONAL HIGH GROWTH, PROPRIETARY PRODUCT LINES, BY LEVERAGING
THE COMBINED RESOURCES OF OUR 280 R&D PERSONNEL;
o IN ADDITION, WE BELIEVE THAT INTEGRATING OUR WORLDWIDE DISTRIBUTION AND
MARKETING INFRASTRUCTURE, WHICH WILL INCLUDE OVER 300 SALES
PROFESSIONALS AND OVER 60 TECHNICAL SUPPORT REPRESENTATIVES, WILL
CREATE A SIGNIFICANT ADVANTAGE IN SERVING OUR CUSTOMERS. WE BELIEVE
THAT THE ADDITION OF LIFE TECHNOLOGIES' GLOBAL MANUFACTURING NETWORK,
WITH FACILITIES IN NORTH AMERICA, EUROPE, NEW ZEALAND AND JAPAN WILL
PROVIDE SIGNIFICANT ADVANTAGES IN DELIVERING PRODUCT TO OUR CUSTOMERS,
RAPIDLY INTRODUCING NEW PRODUCTS AND SUPPORTING OUR GROWING PRODUCT
LINE.
<PAGE>
AS FAR AS MANAGEMENT GOES, I WILL SERVE AS CHAIRMAN AND CHIEF EXECUTIVE OFFICER
OF THE COMBINED COMPANY. WE'RE DELIGHTED THAT STARK THOMPSON WILL CONTINUE TO
SERVE AS PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THE LIFE TECHNOLOGIES
DIVISION. HE WILL HOLD A SENIOR EXECUTIVE POSITION WITH INVITROGEN, AND WILL
JOIN THE INVITROGEN BOARD. I LOOK FORWARD TO WORKING WITH STARK AND HIS TEAM. IN
ADDITION, TOM ADAMS, PRESENTLY A MEMBER OF THE LIFE TECHNOLOGIES BOARD, WILL
ALSO JOIN THE INVITROGEN BOARD.
THE COMBINED COMPANY WILL USE THE INVITROGEN NAME AND WILL BE HEADQUARTERED IN
SAN DIEGO, CALIFORNIA. LIFE TECHNOLOGIES WILL CONTINUE TO OPERATE UNDER ITS NAME
AS A DIVISION OF INVITROGEN AND WILL RETAIN ITS HEADQUARTERS IN ROCKVILLE,
MARYLAND.
NOW LET ME TURN THE CALL OVER TO STARK.
J. STARK THOMPSON
THANK YOU LYLE. JOINING FORCES WITH INVITROGEN IS A GREAT OPPORTUNITY FOR
LIFE TECHNOLOGIES AND ITS EMPLOYEES. THIS IS THE RIGHT PARTNER AT THE RIGHT
TIME.
<PAGE>
LIFE TECHNOLOGIES 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 PROCESSES. 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. THE COMPANY
EMPLOYS OVER 2,000 AT ITS WORLDWIDE LOCATIONS.
TOGETHER WITH INVITROGEN WE WILL HAVE A BROAD RANGE OF PRODUCTS TO SERVE THE
GENOMICS INDUSTRY THAT HAS EXPERIENCED SUBSTANTIAL GROWTH AND IS POISED FOR
EXPLOSIVE GROWTH. SHAREHOLDERS WILL HAVE THE OPPORTUNITY TO PARTICIPATE IN THE
UPSIDE OF THIS EXCITING COMBINATION. EMPLOYEES WILL HAVE THE OPPORTUNITY TO BE A
PART OF A COMBINED DYNAMIC ORGANIZATION WITH GREATER SCALE AND RESOURCES.
LEVERAGING THE COMPLEMENTARY STRENGTHS OF INVITROGEN AND LIFE TECHNOLOGIES WILL
CREATE A RANGE OF NEW GROWTH OPPORTUNITIES FOR OUR COMBINED COMPANY."
NOW JIM WILL REVIEW SOME OF THE TERMS OF THE TRANSACTION.
<PAGE>
JIM GLYNN
THANK YOU STARK.
UNDER THE TERMS OF THE AGREEMENTS, INVITROGEN WILL ACQUIRE ALL OF THE
OUTSTANDING COMMON STOCK OF DEXTER FOR $62.50 PER SHARE OR APPROXIMATELY $1.5
BILLION AND ALL OF THE OUTSTANDING COMMON STOCK OF LIFE TECHNOLOGIES, OTHER THAN
THE SHARES HELD BY DEXTER, FOR $60.00 PER SHARE OR APPROXIMATELY $400 MILLION.
THE CONSIDERATION WILL CONSIST OF INVITROGEN COMMON STOCK AND CASH. THE MAXIMUM
CASH AVAILABLE IS APPROXIMATELY $410 MILLION FOR DEXTER SHAREHOLDERS AND
APPROXIMATELY $105 MILLION FOR LIFE TECHNOLOGIES SHAREHOLDERS. THIS REPRESENTS
28% OF THE AGGREGATE MERGER CONSIDERATION FOR EACH COMPANY. EACH SHAREHOLDER MAY
ELECT TO RECEIVE EITHER ALL INVITROGEN STOCK OR A COMBINATION OF CASH AND STOCK.
THE DEFAULT CASH PAYOUT PERCENTAGE WILL BE 28%, BUT IF A NUMBER OF SHAREHOLDERS
ELECT TO RECEIVE ALL STOCK, HIGHER CASH PERCENTAGES MAY BE AVAILABLE.
AS FAR AS THE COLLAR GOES, IT HAS A RANGE OF $60 TO $80. IT IS OUTLINED IN THE
PRESS RELEASE AND WILL BE DETAILED IN OUR MERGER AGREEMENT THAT WILL BE FILED
SHORTLY. THE FINAL RATIO WILL BE DETERMINED BASED ON THE AVERAGE CLOSING PRICE
OF INVITROGEN'S COMMON STOCK FOR THE 20 CONSECUTIVE TRADING DAYS ENDING THREE
DAYS PRIOR TO THE SHAREHOLDER MEETINGS. WE INTEND TO COMPLETE THESE TRANSACTIONS
AS QUICKLY AS WE CAN AND WILL MAIL OUT THE PROXY/PROSPECTUS AS WE CAN GET IT
THROUGH THE SEC (HOPEFULLY 4 TO 6 WEEKS).
<PAGE>
ON JUNE 20, 2000, DEXTER ANNOUNCED THAT IT HAD SIGNED TWO DEFINITIVE SALES
AGREEMENTS FOR A TOTAL OF $675 MILLION IN CASH, ONE COVERING ITS ELECTRONIC
MATERIALS, ADHESIVES AND POLYMER SYSTEMS BUSINESSES AND THE OTHER COVERING ITS
NONWOVEN MATERIALS BUSINESS. THE INVITROGEN TRANSACTIONS ARE CONDITIONED ON THE
CLOSING OF THOSE SALES. AFTER THE REPAYMENT OF DEXTER'S OUTSTANDING DEBT, THE
REMAINING PROCEEDS FROM THESE SALES WILL BE UTILIZED BY INVITROGEN AS PART OF
THE CASH CONSIDERATION. ON THE COMPLETION OF THESE TRANSACTIONS, DEXTER'S
PRIMARY ASSET WILL BE ITS 75% OWNERSHIP POSITION IN LIFE TECHNOLOGIES.
THE MERGERS ARE CONDITIONED, AMONG OTHER THINGS, UPON THE APPROVAL OF THE
SHAREHOLDERS OF ALL THREE COMPANIES. IT IS ALSO CONDITIONED UPON THE CLOSING OF
THE PREVIOUSLY ANNOUNCED PENDING SALES OF DEXTER'S CHEMICAL BUSINESSES AND OTHER
CUSTOMARY CONDITIONS. DEXTER WILL VOTE ITS 75% OWNERSHIP POSITION IN LIFE
TECHNOLOGIES IN FAVOR OF THE TRANSACTION. IN ADDITION, EACH TRANSACTION IS
CONDITIONED ON THE CLOSING OF THE OTHER. THERE IS NO FINANCING CONDITION.
<PAGE>
INVITROGEN AND DEXTER WILL HAVE SUFFICIENT CASH TO SATISFY THE TERMS OF THE
TRANSACTION FOLLOWING COMPLETION OF DEXTER'S PREVIOUSLY ANNOUNCED ASSET SALES.
DEXTER IS IN THE PROCESS OF DIVESTING ITS COATINGS BUSINESS. WE FULLY SUPPORTS
THIS DIVESTITURE, BUT THE DEXTER AND LIFE TECHNOLOGIES TRANSACTIONS ARE NOT
CONDITIONED UPON COMPLETING THE SALE OF THAT BUSINESS PRIOR TO CLOSING.
LET ME REITERATE, BOTH TRANSACTIONS WILL BE ACCOUNTED FOR AS PURCHASES AND WILL
BE IMMEDIATELY ACCRETIVE TO INVITROGEN'S CASH EARNINGS PER SHARE. GOODWILL IS
CURRENTLY ESTIMATED TO BE $1.5 BILLION AND AMORTIZED OVER 20 YEARS.
WHILE THIS TRANSACTION IS PREDICATED UPON GROWTH, OF COURSE THERE ARE SYNERGIES.
THE COMBINED COMPANY'S INFRASTRUCTURE WILL PROVIDE COST AVOIDANCE AND OPERATING
LEVERAGE OPPORTUNITIES. WE ANTICIPATE USING SAVINGS TO INCREASE OUR R&D
INVESTMENT AND OTHER STRATEGIC INITIATIVES. WE EXPECT COST AVOIDANCE TO BE IN
THE RANGE OF $30 TO $50 MILLION OVER THE NEXT 3 TO 5 YEARS. ALSO, WE WILL BE
CLOSING AND SELLING THE DEXTER HEADQUARTERS.
LYLE.
<PAGE>
LYLE TURNER
THANK YOU JIM. NOW THAT YOU HAVE HEARD US OUTLINE OUR STRATEGY FOR GROWTH.
LET ME REMIND YOU THAT WE SERVE AN INDUSTRY THAT IS AT THE BEGINNING OF AN
EXCITING REVOLUTION.
OPERATOR LET'S NOW OPEN THE LINE FOR QUESTIONS.
<PAGE>
THE FOLLOWING IS A SLIDE PRESENTATION MADE TO CERTAIN ANALYSTS
ON JULY, 2000
<PAGE>
INVITROGEN CORPORATION / LIFE TECHNOLOGIES, INC.
POWERPOINT PRESENTATION
JULY 10, 2000
<PAGE>
[LOGO] [LOGO]
CREATING A LEADER IN PRODUCTS AND SERVICES
FOR BIOLOGY, GENOMICS AND PROTEOMICS RESEARCHERS
<PAGE>
Certain statements contained in this presentation 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 chemicals businesses, 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 press Corporation's Securities and
Exchange filings.
<PAGE>
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 filed on the date
of this presentation with the SEC. Invitrogen, Life Technologies and Dexter will
be filing joint proxy statements/prospectuses and other relevant documents
concerning the proposed transaction with the U.S. SEC. INVESTORS ARE URGED TO
READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE 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 Invitrogen may be obtained free of charge by
contacting Invitrogen Corporation, Cheri Manis, 1600 Faraday Avenue, Carlsbad,
California, 92008, (760) 603-7200. Documents filed with the SEC by Life
Technologies will be available free of charge by contacting Life Technologies,
Inc., C. Eric Winzer, Life Technologies, Inc., 9800 Medical Center Drive, P.O.
Box 6482, Rockville, Maryland 20850, (301) 610-8800. Documents filed with the
SEC by Dexter will be available free of charge by contacting Dexter Corporation,
One Elm Street, Windsor Locks, Connecticut 06096, Attention: Investor Relations,
(860) 292-7675. INVESTORS SHOULD READ THE PROXY STATEMENT/PROSPECTUS CAREFULLY
WHEN IT BECOMES AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION.
<PAGE>
[LOGO] [LOGO]
CREATING A LEADER IN PRODUCTS AND SERVICES
FOR BIOLOGY, GENOMICS AND PROTEOMICS RESEARCHERS
<PAGE>
PRESENTATION OVERVIEW
--------------------------------------------------------------------------------
Transaction Overview
Invitrogen Update
LTI Overview
Invitrogen - LTI Opportunity
Financial Review
Summary
<PAGE>
TRANSACTION OVERVIEW
--------------------------------------------------------------------------------
[LOGO]
Dexter (75% of LTI)
$1.5 billion / $62.50 per share
Stock and Cash Consideration
Life Technologies, Inc.
$400 million / $60.00 per share
Stock and Cash Consideration
- Overall Equity Value: $1.9 billion
- Overall Transaction Value: $1.5 billion
<PAGE>
TRANSACTION OVERVIEW
--------------------------------------------------------------------------------
- Key Transaction Parameters
- Stock and cash consideration per shareholder election
- Maximum cash 28% of total consideration
- Cash from both Invitrogen and Dexter
- Two board representatives from LTI
- Closing conditions
- Completion of Dexter chemical business sales
- Customary regulatory reviews
- Shareholder votes
- Transactions are mutually contingent upon each other
<PAGE>
TRANSACTION OVERVIEW
--------------------------------------------------------------------------------
[LOGO]
Key Operating Statistics ($MM) Key Markets and Products
------------------------------ ------------------------
Revenues $409.6 Molecular Biology
EBITDA $ 72.1 - Gateway-TM- Cloning System
Net Income $ 38.3 - Platinum-Registered Trademark-
Amplification Enzymes
Employees 2,025 - Competent Cells
Sales Force 256 - LipofectAMINE-TM- Reagents Cell
Manufacturing Sites 6 Culture
- Liquid and Dry Powder Media
- Cell Biology Reagents
<PAGE>
TRANSACTION HIGHLIGHTS
--------------------------------------------------------------------------------
- Enhance leadership position in rapidly growing life science market
- Combine technologies to create operating system for gene cloning and
expression
- Develop proprietary expression systems and host cell lines
- Technology leadership with strong, proprietary position
- Accelerate new product development with over 280 combined R&D
professionals
- Global marketing, distribution and manufacturing resources
- Large combined revenue and cash flow base
<PAGE>
PRESENTATION OVERVIEW
--------------------------------------------------------------------------------
Transaction Overview
Invitrogen Update
LTI Overview
Invitrogen - LTI Opportunity
Financial Review
Summary
<PAGE>
INVITROGEN UPDATE
--------------------------------------------------------------------------------
[LOGO]
Key Operating Statistics ($MM) Key Markets and Products
------------------------------ ------------------------
Revenues $92.9 Molecular Biology / Genomics / Proteomics
EBITDA $22.0 - TOPO/TA-TM- Cloning
Net Income $13.3 - ECHO-TM- Cloning
Sales Force 58 - Gene Expression Systems
Manufacturing Sites 3 - Electrophoresis gels
- Microarrays
- Clone collection
<PAGE>
INVITROGEN UPDATE - RECENT EVENTS
--------------------------------------------------------------------------------
- Research Genetics acquisition
- Ethrog acquisition
- Affymetrix collaboration
- 35 new products introduced in 2000
<PAGE>
PRESENTATION OVERVIEW
--------------------------------------------------------------------------------
Transaction Overview
Invitrogen Update
LTI Overview
Invitrogen - LTI Opportunity
Financial Review
Summary
<PAGE>
LTI OVERVIEW AND HISTORY
--------------------------------------------------------------------------------
- Headquarters in Rockville, MD
- Leading global supplier of:
- Molecular biology research products and services
- Cell culture products
- 1999 revenues and EBITDA of $410 million and $72 million
- Worldwide supply capabilities with production and laboratory
facilities in 4 countries
- Recent events
- BioSepra acquisition
- Introduction of Gateway-TM-
- Gene Logic collaboration
<PAGE>
MARKETS AND PRODUCTS
--------------------------------------------------------------------------------
A leading supplier of:
- Transfection reagents
- Competent cells
- cDNA cloning reagents
- PCR reagents
- Gene cloning and expression vectors
- DNA restriction and modifying enzymes
- Synthetic oligonucleotides
- Cell culture media
<PAGE>
MARKETS AND PRODUCTS
--------------------------------------------------------------------------------
Molecular Biology Products - $208MM 1999 Revenues
Gateway-TM- Nucleic Acids
Expression Systems DNA Analysis
Molecular Transfer Ultrapures
NA Purification Enzymes
Custom Oligos Other
Services
Cell Culture Products - $202MM 1999 Revenues
Liquid Media Cellular Biochemistry
Dry Powder Media Plastics and Equipment
Reagents Other
Sera Fetal Bovine Serum
<PAGE>
MARKETING AND DISTRIBUTION
--------------------------------------------------------------------------------
[GRAPH]
- Over 200 field sales and 50 technical services personnel worldwide
- Distributor relationships in 40 additional countries
<PAGE>
MANUFACTURING
--------------------------------------------------------------------------------
Size
Function (in Sq. Ft.)
-------------------------------------
Grand Island, New York M, D, R&D 175,000
Fredrick, Maryland M, D 238,000
Inchinan, Scotland M, D 132,000
Cergy Pontoise, France M, R&D 15,000
Auckland, New Zealand M, W, A 87,000
Christchurch, New Zealand M 25,000
----------------
M = Manufacturing
W = Warehouse
D = Distribution
R&D = Research & Development
A = Administration
<PAGE>
RESEARCH AND DEVELOPMENT
--------------------------------------------------------------------------------
- 177 personnel in LTI worldwide R&D group
- Over 189 issued patents
- Over 240 licenses
<TABLE>
<CAPTION>
Locations R&D Group Structure
Total Ph.D Product Development Support
---------------------------- -----------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Maryland 132 43 Amplification 14 Chemistry 8
Grand Island 32 10 Purification 15 Protein Chemistry 14
Paris 7 1 Gene Expression 53 Engineering 7
New Zealand 6 2 Cell Culture 32 Technical Mfg. 19
Bio Sepra 7 Intellectual Property 3
Protein Separation 6
</TABLE>
<PAGE>
PRESENTATION OVERVIEW
--------------------------------------------------------------------------------
Transaction Overview
Invitrogen Update
LTI Overview
Invitrogen - LTI Opportunity
Financial Review
Summary
<PAGE>
INVITROGEN - LTI OPPORTUNITY
--------------------------------------------------------------------------------
- Leading player in high growth molecular biology market
- Combine key technologies to create operating system for gene cloning
and expression
- Proprietary technology base
- Strong financial position
<PAGE>
MARKET LEADERSHIP IN MOLECULAR BIOLOGY
--------------------------------------------------------------------------------
[GRAPH]
DISCOVERY CYCLE
1. Sequence
2. Identify
3. Clone
4. Express
5. Analyze
IVGN PRODUCTS
Electrophoresis gels
Microarrays
Fast Track-TM- Kits
Bioinformatics
TOPO/TA-TM- Cloning
ECHO-TM- Cloning
Expression Systems
<PAGE>
[GRAPH]
DISCOVERY CYCLE
1. Sequence
2. Identify
3. Clone
4. Express
5. Analyze
IVGN
Electrophoresis gels
Expression Systems
Microarrays
Fast Track-TM- Kits
Bioinformatics
TOPO/TA-TM- Cloning
ECHO-TM- Cloning
LTI
Benchmark-TM- Protein Ladders
Glutomax-TM- media
Competent Cells
Transfection reagents
Gibco BRL -Registered Trademark- Custom primers
Superscript-TM- RNase
Gateway-TM-
Platinum-Registered Trademark- Amplification enzymes
- Biomolecular Production (LTI)
- Cell culture media
- Reagents
- BioSepra
<PAGE>
MOLECULAR BIOLOGY MARKET - KITS & REAGENTS
--------------------------------------------------------------------------------
[GRAPH]
1998 1999 2000 2001 2002
---- ---- ---- ---- ----
Reagents - 10% Growth 750 825 908 998 1098
Kits - 19% Growth 670 797 949 1129 1344
<PAGE>
GENE CLONING AND EXPRESSION KIT MARKET
--------------------------------------------------------------------------------
[GRAPH]
ACCELERATING CONVERSION, MARKET SHARE
Current Kit Market $270 million 32% growth
Potential Kit Market $328 million 30% growth
Total Potential Kit Market $600 million, 31% Growth
Operating System
IVGN
----------------------------
- TOPO/TA-TM-
- ECHO-TM-
- Competent Cells
- Expression Systems
LTI
----------------------------
- cDNA
- Gateway-TM-
- Competent Cells
- Transfection Reagents
<PAGE>
MARKET LEADERSHIP IN GENE CLONING AND EXPRESSION
--------------------------------------------------------------------------------
- Combination of Invitrogen and LTI creates complete operating system for
cloning and expression
[GRAPH]
Human Genome Sequence
PCR Cloning(TOPO/TA-TM-)
cDNA Libraries(LTI GeneTrapper-TM-)
cDNA Clones
Gateway-TM- Cloning
ECHO-TM- Cloning
Prokaryotic Expression
Mammalian Expression
Insect Expression
Yeast Expression
PROTEINS FOR:
Analysis
Function
Interactions
Screening
- Technology applicable for basic laboratory or high throughput
- High throughput applications accelerating
<PAGE>
OPERATING SYSTEM OPPORTUNITIES
--------------------------------------------------------------------------------
[GRAPH]
OPERATING SYSTEM
- Gene Cloning
- Gene Expression
PRODUCTS
LTI
- Proprietary Growth Media
- Restriction Enzymes
- Markers
- Custom Oligos
- Services
IVGN
- TOPO/TA-TM-
- ECHO-TM-
- Competent Cells
- Expression Systems
ACCELERATING GROWTH, MARKET SHARE
- Proprietary Cloned Protein Expression Systems
- Proprietary Cell Lines
- Proprietary Growth Media
$1.5 Billion Cell Biology Market, 11% Growth
<PAGE>
GLOBAL MARKETING AND DISTRIBUTION RESOURCES
--------------------------------------------------------------------------------
[GRAPH]
NORTH AMERICA
IVGN
Direct 44
Tech 14
LTI
Direct 91
Tech 29
Total 178
PF REVENUE:
$287MM
EUROPE
IVGN
Direct 14
Tech 8
LTI
Direct 102
Tech 12
Total 136
PF REVENUE:
$152MM
ASIA
LTI
Direct 63
Tech 9
Total 72
PF REVENUE:
$60MM
Combined relationships with distributors in over 40 additional countries
<PAGE>
GLOBAL MANUFACTURING RESOURCES
--------------------------------------------------------------------------------
Size
Function (in Sq. Ft.)
-----------------------------------
Grand Island, New York M, D, R&D 175,000
San Diego, California M, D, R&D, W, A 54,000
Fredrick, Maryland M, D 238,000
Atlanta, Georgia M, D, R&D, W, A 50,000
Inchinan, Scotland M 132,000
Cergy Pontoise, France M, R&D 15,000
Heidelberg, Germany M, D 18,000
Auckland, New Zealand M, W, A 87,000
Christchurch, New Zealand M 25,000
M = Manufacturing
W = Warehouse
D = Distribution
R&D = Research & Development
A = Administration
<PAGE>
TECHNOLOGY LEADERSHIP
--------------------------------------------------------------------------------
- A genomics industry leader in the cataloging and distribution of
full-length clones
- Over 200 combined issued and pending patents
- Over 300 combined licenses
- Intellectual property covering key gene cloning and expression technologies
- Key genomics collaborations
- Opportunity to increase R&D spending
Combined R&D organization: over 280 people
<PAGE>
INTEGRATION OPPORTUNITIES
--------------------------------------------------------------------------------
- Bundle and co-market key complimentary product lines
- Use of excess manufacturing capacity
- Utilization of LTI European and Asia direct sales and marketing
- Extend Invitrogen technical sales reps to LTI products
- Consolidate corporate resources
Main Focus: Take advantage of combined resources to
enhance revenue growth opportunities and market position
<PAGE>
PRESENTATION OVERVIEW
--------------------------------------------------------------------------------
Transaction Overview
Invitrogen Update
LTI Overview
Invitrogen - LTI Opportunity
Financial Review
Summary
<PAGE>
FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------
- Transaction highly accretive to Invitrogen cash EPS
- Significant combined revenue and operating cash flow
- Expanded market opportunities for growth
- Combined company infrastructure provides cost avoidance and operating
leverage opportunities
<PAGE>
STRONG COMBINED FINANCIAL POSITION
--------------------------------------------------------------------------------
Pro Forma 1999 Income Statement ($MM) % of Revenues
-------------------------------------- --------------
Molecular Biology Revenues $300.0 59.7%
Cell Culture Revenues 202.5 40.3%
------ -----
Total 502.5 100.0%
Gross Profit 283.1 56.3%
Marketing & Selling Expense 113.0 22.5%
R&D Expense 38.5 7.7%
G&A Expense 54.3 10.8%
EBITDA 94.1 18.7%
Net Income(1) 41.1 8.2%
Cash EPS (1) (2) $ 0.92
Shares Outstanding 44.7
(1) Excluding amortization of goodwill charges
(2) Basic EPS assuming no conversion of IVGN Convertible Debentures
<PAGE>
STRONG COMBINED FINANCIAL POSITION
--------------------------------------------------------------------------------
Pro Forma Balance Sheet ($MM)
--------------------------------------
Cash and Equivalents $ 39
PP&E $ 151
Goodwill and Intangibles $1,689
Total Assets $2,208
Long-Term Debt $ 7
IVGN Convertible Debt $ 173
Shareholders' Equity $1,773
<PAGE>
STRATEGIC FOCUS
--------------------------------------------------------------------------------
1999 Pro Forma
Revenue Composition
[GRAPH]
Molecular Biology Cell Culture
----------------- ------------
East 60 40
- Investment in R&D
- Market Penetration
- New Product Opportunities
<PAGE>
FINANCIAL OBJECTIVES
--------------------------------------------------------------------------------
1999 PF
% of
Revenue Targets
------- -------
Revenue
Molecular Biology 59.7% 70-75%
Cell Culture 40.3% 25-30%
Gross Profit 56.3% 58-60%
Marketing & Selling 22.5% 22-25%
Research & Development 7.7% 10-12%
General & Administrative 10.8% 7-9%
EBITDA 18.7% 20-22%
Operating Income 14.6% 15-17%
Net Income 8.2% 10-12%
Long-term cash EPS growth target: 20-25%
<PAGE>
PRESENTATION OVERVIEW
--------------------------------------------------------------------------------
Transaction Overview
Invitrogen Update
LTI Overview
Invitrogen - LTI Opportunity
Financial Review
Summary
<PAGE>
SUMMARY
--------------------------------------------------------------------------------
- Rapid market growth driven by genomics revolution
- A leading industry player
- Significant proprietary position
- Limited regulatory issues
- Outstanding marketing and distribution capabilities
- Significant revenues and cash flow
