Company Provides Update on Merger
CARLSBAD, Calif., Oct 28, 2008 (BUSINESS WIRE) -- Invitrogen Corporation (NASDAQ: IVGN) today announced that its
shareholders have voted to approve the company's
proposed merger with Applied Biosystems Inc. (NYSE: ABI) at a special
meeting of shareholders held today.
"We are pleased with the outcome of today's
vote and with the fact that our shareholders so overwhelming supported
this transaction," said Gregory T. Lucier,
Chairman and Chief Executive Officer of Invitrogen. "The
combination with Applied Biosystems presents enormous opportunity for
our shareholders, employees, and customers. We look forward to
completing the transaction, so we can begin to deliver on the promise of
our new company."
The preliminary tabulation indicates that more than 98 percent of the
shares voted were cast in favor of the transaction. The number of shares
voted in favor of the transaction represented approximately 80 percent
of the total shares outstanding and entitled to vote at the meeting.
Merger Update
The company also provided an update on its merger with Applied
Biosystems. As stated on the company's
earnings call October 21, the integration remains on track, with
detailed integration plans in place by function. In addition, Invitrogen
remains committed to $80 million cost synergies for year one, $20
million higher than previously communicated.
With regard to financing, the company reiterated that current issues in
the capital markets are not anticipated to have any impact on the
financing for the transactions. As previously announced, the financing
syndication for the credit facilities has been completed. There are
approximately 30 lenders in Term Loan A, which is $1.4 billion and has
an interest rate of LIBOR plus 250 basis points and a term of five
years. More than 250 lenders have committed to Term Loan B, which is in
the amount of $1 billion and has an interest rate of LIBOR plus 300
basis points with a term of seven years.
"As we approach the closing date for this
transaction, we continue to evaluate all areas within finance at the two
companies and choose the best practices from each,"
said David Hoffmeister, Invitrogen's Chief
Financial Officer. "One such practice we have
chosen to continue is Applied Biosystems'
foreign currency hedging program. As a combined company, we will
maintain AB's hedging program through 2009,
and potentially expand the practice to also include Invitrogen's
foreign currency exposure."
The company reiterated its expectation for 2009 non-GAAP earnings per
share of at least $2.65 at today's currency
exchange and LIBOR rates.
Hart-Scott-Rodino clearance was obtained from the US Federal Trade
Commission on July 29th and, as announced
today, shareholder approval has now been received. Accordingly, the only
regulatory clearance necessary in order for the transaction to be
consummated is from the European Commission (ECMR). Formal notification
was filed with the ECMR on October 7th and the
parties continue to work to obtain ECMR clearance. The transaction is
expected to close shortly after final approval from the European
Commission.
"We remain fully confident that when this
transaction closes, our combined company will enable revolutionary
innovation in the life sciences arena for the benefit of customers,"
Lucier said. "It's
unfortunate that our stock price has been affected by the current
economic turmoil and tumultuous financial markets. However, it presents
an unprecedented buying opportunity, one that I and many of my
colleagues fully intend to take advantage of when our internal trading
window opens."
About Invitrogen
Invitrogen Corporation (NASDAQ:IVGN) provides products and services that
support academic and government research institutions and pharmaceutical
and biotech companies worldwide in their efforts to improve the human
condition. The company provides essential life science technologies for
disease research, drug discovery, and commercial bioproduction.
Invitrogen's own research and development
efforts are focused on breakthrough innovation in all major areas of
biological discovery including functional genomics, proteomics, stem
cells, cell therapy and cell biology --
placing Invitrogen's products in nearly every
major laboratory in the world. Founded in 1987, Invitrogen is
headquartered in Carlsbad, CA, and conducts business in more than 70
countries around the world. The company employs approximately 4,700
scientists and other professionals and had revenues of approximately
$1.3 billion in 2007. For more information, visit www.invitrogen.com.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transaction, Invitrogen and Applied
Biosystems have filed a joint proxy statement/prospectus as part of a
registration statement on Form S-4 regarding the proposed transaction
with the Securities and Exchange Commission, or SEC. The final joint
proxy statement/prospectus has been mailed to shareholders of both
companies. Investors and security holders are urged to read it in its
entirety because it contains important information about Invitrogen and
Applied Biosystems and the proposed transaction. Investors and security
holders may obtain a free copy of the definitive joint proxy
statement/prospectus and other documents at the SEC's
website at www.sec.gov.
The definitive joint proxy statement/prospectus and other relevant
documents may also be obtained free of charge from Invitrogen by
directing such requests to: Invitrogen Corporation, Attention: Investor
Relations, 5791 Van Allen Way, Carlsbad, CA 92008.
PARTICIPANTS IN THE SOLICITATION
Invitrogen and Applied Biosystems and their respective directors,
executive officers and certain other members of their management and
employees may be deemed to be participants in the solicitation of
proxies in connection with the proposed transaction. Information
concerning all of the participants in the solicitation is included in
the joint proxy statement/prospectus relating to the proposed merger.
This document is available free of charge at the Securities and Exchange
Commission's Web site at www.sec.gov
and from: Invitrogen Investor Relations, telephone: (760) 603-7200 or on
Invitrogen's website at www.invitrogen.com.
Safe Harbor Statement
Certain statements contained in this press release are considered
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995, and it is Invitrogen's intent
that such statements be protected by the safe harbor created thereby.
Potential risks and uncertainties include, but are not limited to: a)
the result of the review of the proposed merger by various regulatory
agencies, and any conditions imposed on the new company in connection
with consummation of the merger; b) satisfaction of various conditions
to the closing of the merger contemplated by the merger agreement; c)
volatility of the financial markets and the availability of credit on
acceptable terms; d) future financial results; and e) the possibility
that executives, including Mr. Lucier, may or may not purchase
Invitrogen shares, as well as other risks and uncertainties detailed
from time to time in Invitrogen's Securities and Exchange Commission
filings.
SOURCE: Invitrogen Corporation
Invitrogen Corporation
Amanda Clardy, 760-603-7200
ir@invitrogen.com