IVGN munches LTEK. I think they got a steal, but the whole situation was pretty weird. Here's what I said about it a few months ago:
Message 13266123
I still own some LTEK and am a little disappointed by the price. If they had spun it out as an IPO I think it would have done better.
Sunday July 9, 4:46 pm Eastern Time
Company Press Release
SOURCE: Invitrogen Corporation
Invitrogen to Combine With Life Technologies
Enhances Global Leadership Position in Fast-Growing Life Science Research Market - Rapid Growth Expected Following Completion of Human Genome Sequence
SAN DIEGO and ROCKVILLE, Md., July 9 /PRNewswire/ -- Invitrogen Corporation (Nasdaq: IVGN - news) and Life Technologies, Inc. (OTC Bulletin Board: LTEK - news) announced today that they have entered into definitive merger agreements under which Invitrogen will 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 - news), which currently owns approximately 75% of Life Technologies' outstanding stock. The boards of Invitrogen, Dexter and Life Technologies have unanimously approved the transactions. The Life Technologies board acted upon the recommendation of a special committee appointed to represent the interests of the public minority shareholders. The combined transactions have a total equity value of approximately $1.9 billion, to be paid in a combination of cash and Invitrogen stock.
The combined transactions are expected to close simultaneously in the fall of 2000. Invitrogen and Dexter will have sufficient cash to satisfy the terms of the transaction following completion of Dexter's previously announced asset sales. Both transactions will be accounted for as purchases and will be immediately accretive to Invitrogen's cash earnings per share.
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.
The combination of Invitrogen and Life Technologies results in the
following strategic and revenue growth opportunities:
-- Further enhance leadership position in the rapidly growing life
science market; growth in this market is anticipated to rapidly
accelerate following the recent completion of the human genome
sequence;
-- Develop proprietary expression systems, host cell lines, and growth
media for the manufacture of cloned proteins, targeting the $3 billion
molecular and cell biology market;
-- Leverage extensive combined proprietary technology portfolio of over
200 issued and pending patents and over 300 licenses;
-- Combine technologies to create an operating system to become an
industry standard for conventional and high-throughput gene cloning
and expression;
-- Accelerate new product development by joining worldwide R&D resources
totaling more than 280 professionals;
-- Catalog and distribute full-length gene clones; and
-- Utilize a substantially larger revenue and cashflow base to enhance
ability to identify, pursue and finance future acquisitions.
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, or 28% of the aggregate merger consideration for each company.
Dexter shareholders who elect to receive stock will receive between 1.0417 and 0.7813 shares of Invitrogen common stock per Dexter share and Life Technologies shareholders who elect to receive stock will receive between 1.0000 and 0.7500 shares of Invitrogen common stock per Life Technologies share. The 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 to approve the transactions.
Mr. Lyle C. Turner, chairman and chief executive officer of Invitrogen, said, ``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. 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.
``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. 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,'' Mr. Turner continued.
Dr. J. Stark Thompson, president and chief executive officer of Life Technologies, said, ``Joining forces with Invitrogen is a great opportunity for Life Technologies and its employees. Employees will have the opportunity to be a part of a combined dynamic organization with greater scale and resources. Shareholders will have the opportunity to participate in the upside of this exciting combination. Leveraging the complementary strengths of Invitrogen and Life Technologies will create a range of new growth opportunities for our combined company.''
Mr. K. Grahame Walker, chairman of Dexter and Life Technologies and chief executive officer of Dexter, said, ``Dexter has not only delivered on its commitment to maximize value to Dexter shareholders in the short-term, but has ensured an excellent strategic fit for the Life Technologies business.''
Mr. Lyle C. Turner will serve as chairman and chief executive officer of the combined company. Dr. J. Stark Thompson will continue to serve as president and chief executive officer of the Life Technologies division, will hold a senior executive position with Invitrogen, and will join the Invitrogen board. In addition, Mr. Thomas Adams, Ph.D., presently a member of the Life Technologies board, will also join the Invitrogen board. Mr. K. Grahame Walker will retire from the boards of Life Technologies and Dexter upon the closing of the transactions. 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.
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, as necessary. 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 Dexter (two-thirds of outstanding), Life Technologies, Inc. (67 percent of outstanding) and Invitrogen (a majority of outstanding); 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 favor of the Life Technologies transaction. In addition, each transaction is conditioned on the closing of the other and there is no financing condition. Invitrogen noted that Dexter is in the process of divesting its coatings business. Invitrogen fully supports this divestiture, but its acquisition of Dexter is not conditioned upon completing the sale of that business prior to closing.
Donaldson, Lufkin & Jenrette acted as financial advisor to Invitrogen and Gray Cary Ware & Freidenrich LLP provided legal counsel. Lehman Brothers acted as financial advisor to Dexter and Skadden, Arps, Slate, Meagher & Flom LLP provided legal counsel. The Life Technologies special committee was advised by Credit Suisse First Boston and Wachtell, Lipton, Rosen & Katz.
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.
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. 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.
Peter |
