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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 20, 2000
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LIFE TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-14991 34-0431300
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
9800 Medical Center Drive, Rockville, Maryland 20850
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (301) 610-8000
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Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On January 20, 2000, Life Technologies, Inc. (the "Company") received a letter
from Dexter Corporation ("Dexter") proposing to acquire for $49.00 per share the
28.5% of the Company that Dexter does not currently own in a merger transaction.
The text of Dexter's letter to the Company is set forth in Dexter's press
release filed herewith as Exhibit 99.
Item 7. Exhibits.
99 Press release of Dexter Corporation, dated January 20, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
LIFE TECHNOLOGIES, INC.
Date: January 27, 2000 By: /s/ C. Eric Winzer
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C. Eric Winzer
Vice President and
Chief Financial Officer
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EXHIBIT INDEX
99 Press release of Dexter Corporation, dated January 20, 2000
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EXHIBIT 99
Dexter Corporation Offers $49.00 Per Share for Life Technologies, Inc. Minority
Shares
WINDSOR LOCKS, Conn., Jan. 20 /PRNewswire/ -- Dexter Corporation (NYSE: DEX -
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news) announced today that it has sent the following letter to Life
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Technologies, Inc. (OTC Bulletin Board: LTEK - news) proposing to acquire for
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$49.00 per share the 28.5% of Life Technologies that Dexter does not currently
own in a merger transaction.
The text of Dexter's letter to Life Technologies is as follows:
January 19, 2000
Life Technologies, Inc.
9800 Medical Center Drive
Rockville, MD 20850-6482
Dear Ladies and Gentlemen:
On behalf of the Board of Directors of Dexter, we propose a merger
with Life Technologies, Inc. for the purpose of making Life Technologies a
wholly owned subsidiary of Dexter. In the merger Dexter will pay every
stockholder $49.00 in cash for each of their LTI shares.
Under applicable Delaware law, we believe our proposed merger
currently requires the affirmative vote of two-thirds of the outstanding Life
Technologies shares held by stockholders other than Dexter and its affiliates
and associates. For this reason, our proposal is conditioned upon receipt of
such approval. Moreover, before we sign a definitive agreement and before we
expect the Life Technologies Board of Directors to respond to our proposal, we
require appropriate indications of support for the merger from International
Specialty Products and the other "group" members who filed the Schedule 13D
concerning LTI common shares in November 1998. In order to facilitate their
evaluation of our proposal, we are sending each of those persons a copy of this
letter and inviting them to respond with their thoughts and comments directly to
Dexter and its representatives.
We think our proposal exhibits several exemplary features which we
note for your consideration:
. It places a total equity value of $1.24 billion and an enterprise
value of $1.21 billion on LTI
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. It pays a multiple of 3.08 times LTI's trailing four quarters (T4Q)
sales
. It pays a multiple of 16.5 times LTI's T4Q earnings from operations
before interest, taxes, depreciation and amortization (EBITDA)
. It pays a multiple of 21.1 times LTI's T4Q EBIT from operations
. The merger price of $49.00 is 31.2 times LTI's T4Q earnings per
share from operations and 4.1 times LTI's book equity value at
September 30, 1999
As you know, Dexter owns 17.9 million shares of Life Technologies,
which constitute approximately 71.5% of the total outstanding. At LTI's current
market price of approximately $44.00 per share, Dexter's 71.5% of LTI's total
equity value represents about 90.7% of Dexter's total equity value using its
current market price of approximately $37.625 per share. Thus, any valuation of
Dexter must be significantly driven by a valuation of LTI. Conversely, a
valuation of Dexter, such as was reflected in ISP's recent acquisition proposal,
necessarily provides something of a reference point for a valuation of LTI.
For these reasons, among others, we think it useful for your review of
our proposal that we provide you with two categories of financial and market
information. The first consists of comparable multiple statistics for
International Specialty Products' proposal for all of Dexter at $45.00 per
share. The second includes certain financial information from recent acquisition
transactions in the life sciences industry which we believe to be comparable to
our proposed merger.
ISP's $45 Proposal for Dexter
. Placed a total equity value of $1.05 billion and an enterprise
value of $1.52 billion on Dexter
. Offered a multiple of 1.4 times Dexter's T4Q sales
. Offered a multiple of 8.9 times Dexter's T4Q EBITDA
. Offered a multiple of 13.2 times Dexter's T4Q EBIT
. Was 20.7 times Dexter's T4Q earnings per share and 2.2 times
Dexter's book equity value at September 30, 1999.
Comparable Life Science Transaction Multiples In Last 3 Years
. Multiples of T4Q sales: average --- 3.87 times; median --- 3.47
times
. Multiples of T4Q EBITDA: average --- 10.0 times; median --- 10.2
times
. Multiples of T4Q EBIT: average --- 14.4 times; median --- 15.1
times
We sincerely hope you and the minority stockholders to whom this
proposal is addressed will look favorably upon it. We believe it is past time
for Life Technologies to be consolidated as a 100% owned subsidiary of Dexter,
that LTI's business, management and employees will benefit from such a
transaction and that Dexter will finally have the opportunity to move
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aggressively forward with its strategic plan. It may assist you to know that
Dexter has all necessary funds available for the merger through internal
sources and through existing committed bank facilities. We urge each and every
stockholder of LTI, including those receiving a copy of this letter, to call a
Dexter representative with any and all questions, comments or ideas that you
may have in response to this proposal. You may call
Mr. John D. Thompson at 860-292-7640, and he will refer any questions he cannot
answer to the appropriate person. We look forward to hearing from you promptly.
Sincerely,
/s/ K. Grahame Walker
K. Grahame Walker
Chairman and Chief Executive Officer
cc: Samuel J. Heyman
International Specialty Products, Inc.
Bear, Stearns & Co.
Frederick R. Adler Intangible
Asset Management Trust
The Cohen Revocable Trust
A. Chang
James G. Dinan
Thomas W. Smith
Thomas N. Tryforos
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.
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.
Special Materials for Special Effects
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