SAN DIEGO & BETHESDA, Md.--(BUSINESS WIRE)--Oct. 15, 2002--Invitrogen Corp. (Nasdaq:IVGN - News) and InforMax Inc. (Nasdaq:INMX - News) today announced a definitive agreement under which Invitrogen will acquire InforMax in an all-cash transaction valued at $1.36 per share, or approximately $42 million for the fully-diluted equity.
The transaction, which is anticipated to close by year-end, will be conducted as a cash tender offer for all InforMax shares. Invitrogen expects to commence the tender offer within the next 10 business days.
"Through innovation and acquisitions, we've enhanced the value of Invitrogen's product line and created the industry's broadest, most integrated technology platform to simplify molecular biology research," said Lyle Turner, president, chairman and CEO of Invitrogen Corp. "InforMax's software enhances our product line's value and technology platform even further. Vector NTI(TM) and the Vector Family of Products, InforMax's industry-leading tools for experimental design, management, and interpretation, simplify the use of Invitrogen's kits for gene identification, cloning, expression, and analysis. Now we can further accelerate biological discovery and understanding by offering the first comprehensive tool set for all phases of research -- from the desktop to the lab bench."
Remarking on the proposed acquisition, Andrew Whiteley, InforMax's president, chairman and CEO, said, "The sale of InforMax to Invitrogen is in the best interest of InforMax's shareholders. By leveraging Invitrogen's strong global life sciences market presence, sales team, and marketing know-how, we believe this transaction will serve to accelerate the growth of InforMax's Vector NTI(TM) franchise, recently announced next generation of Vector Family of Products and penetration into our extensive installed customer base. Our existing customers stand to benefit from the expanded range of products, services, and exceptional technical and scientific talent resulting from this merger. We also look forward to communicating the value of this exciting new combination of computational and reagent tools to new customers once this transaction is closed."
Upon completion of the transaction, Whiteley will assume the title of president, InforMax. Whiteley has been a member of InforMax's board of directors since August 2000 and assumed the position of chairman and CEO in April 2002. Under his leadership, the company has re-focused on its core expertise, strengthened its R&D processes and been reinvigorated with a customer-focused culture.
Whiteley was previously with Amersham Pharmacia Biotech Inc., a provider of integrated drug discovery solutions. There he held several positions including vice president of bioinformatics, vice president of the sequencing business, site director for Amersham International PLC's Cleveland facility and head of Amersham International's group marketing. He holds a Bachelor's degree in chemistry and biochemistry.
"We believe Mr. Whiteley will be an excellent addition to Invitrogen's Senior Management team," remarked Turner. "He has extensive experience in our industry and he is committed to the same strategic goals as Invitrogen -- driving innovation and growth, providing quality and service, and expanding market leadership."
The transaction has been structured as a public tender offer for 100 percent of InforMax's outstanding common stock, to be followed by a merger of InforMax with a wholly owned subsidiary of Invitrogen. Invitrogen intends to commence the offer for all of InforMax's outstanding shares within the next 10 business days. Unless otherwise extended, the offering period will run for 20 business days and, subject to regulatory review, is expected to close by the end of the year. The completion of the transaction is subject to the satisfaction of customary closing conditions, including the tender of at least a majority of InforMax's outstanding shares on a fully-diluted basis. The transaction has been approved by the boards of directors of both companies.
Conference Call and Replay Information
Invitrogen and InforMax will hold a conference call and Web cast today at 11:00 a.m. Eastern Time to discuss Invitrogen's offer for InforMax. Interested parties may participate in the call by dialing 866/685-3766 in the United States or 617/847-3007 internationally at 10:50 a.m. Eastern Time. Please use pass code 360168. To view the Web cast, point your browser to www.invitrogen.com and click on investor relations. A replay of the conference call will be available for 30 days by calling 888/286-8010 in the United States or 617/801-6888 internationally. Please use pass code 63343. |
