Invitrogen to Acquire InforMax
15-Oct-02 / 05:40 AM IVGN News and InforMax Inc. Nasdaq:INMX News\r\ntoday announced a definitive agreement under which Invitrogen will\r\nacquire InforMax in an allcash transaction valued at $1.36 per share,\r\nor approximately $42 million for the fullydiluted equity.\r\nThe transaction, which is anticipated to close by yearend, will\r\nbe conducted as a cash tender offer for all InforMax shares.\r\nInvitrogen expects to commence the tender offer within the next 10\r\nbusiness days.\r\nThrough innovation and acquisitions, weve enhanced the value of\r\nInvitrogens product line and created the industrys broadest, most\r\nintegrated technology platform to simplify molecular biology\r\nresearch, said Lyle Turner, president, chairman and CEO of Invitrogen\r\nCorp. InforMaxs software enhances our product lines value and\r\ntechnology platform even further. Vector NTITM and the Vector Family\r\nof Products, InforMaxs industryleading tools for experimental\r\ndesign, management, and interpretation, simplify the use of\r\nInvitrogens kits for gene identification, cloning, expression, and\r\nanalysis. Now we can further accelerate biological discovery and\r\nunderstanding by offering the first comprehensive tool set for all\r\nphases of research from the desktop to the lab bench.\r\nRemarking on the proposed acquisition, Andrew Whiteley, InforMaxs\r\npresident, chairman and CEO, said, The sale of InforMax to Invitrogen\r\nis in the best interest of InforMaxs shareholders. By leveraging\r\nInvitrogens strong global life sciences market presence, sales team,\r\nand marketing knowhow, we believe this transaction will serve to\r\naccelerate the growth of InforMaxs Vector NTITM franchise, recently\r\nannounced next generation of Vector Family of Products and penetration\r\ninto our extensive installed customer base. Our existing customers\r\nstand to benefit from the expanded range of products, services, and\r\nexceptional technical and scientific talent resulting from this\r\nmerger. We also look forward to communicating the value of this\r\nexciting new combination of computational and reagent tools to new\r\ncustomers once this transaction is closed.\r\nUpon completion of the transaction, Whiteley will assume the title\r\nof president, InforMax. Whiteley has been a member of InforMaxs board\r\nof directors since August 2000 and assumed the position of chairman\r\nand CEO in April 2002. Under his leadership, the company has\r\nrefocused on its core expertise, strengthened its R&D processes and\r\nbeen reinvigorated with a customerfocused culture.\r\nWhiteley was previously with Amersham Pharmacia Biotech Inc., a\r\nprovider of integrated drug discovery solutions. There he held several\r\npositions including vice president of bioinformatics, vice president\r\nof the sequencing business, site director for Amersham International\r\nPLCs Cleveland facility and head of Amersham Internationals group\r\nmarketing. He holds a Bachelors degree in chemistry and biochemistry.\r\nWe believe Mr. Whiteley will be an excellent addition to\r\nInvitrogens Senior Management team, remarked Turner. He has\r\nextensive experience in our industry and he is committed to the same\r\nstrategic goals as Invitrogen driving innovation and growth,\r\nproviding quality and service, and expanding market leadership.\r\nThe transaction has been structured as a public tender offer for\r\n100 percent of InforMaxs outstanding common stock, to be followed by\r\na merger of InforMax with a wholly owned subsidiary of Invitrogen.\r\nInvitrogen intends to commence the offer for all of InforMaxs\r\noutstanding shares within the next 10 business days. Unless otherwise\r\nextended, the offering period will run for 20 business days and,\r\nsubject to regulatory review, is expected to close by the end of the\r\nyear. The completion of the transaction is subject to the satisfaction\r\nof customary closing conditions, including the tender of at least a\r\nmajority of InforMaxs outstanding shares on a fullydiluted basis.\r\nThe transaction has been approved by the boards of directors of both\r\ncompanies.\r\nConference Call and Replay Information\r\nInvitrogen and InforMax will hold a conference call and Web cast\r\ntoday at 11:00 a.m. Eastern Time to discuss Invitrogens offer for\r\nInforMax. Interested parties may participate in the call by dialing\r\n866/6853766 in the United States or 617/8473007 internationally at\r\n10:50 a.m. Eastern Time. Please use pass code 360168. To view the Web\r\ncast, point your browser to www.invitrogen.com and click on investor\r\nrelations. A replay of the conference call will be available for 30\r\ndays by calling 888/2868010 in the United States or 617/8016888\r\ninternationally. Please use pass code 63343.\r\nAbout Invitrogen\r\nInvitrogen provides essential technologies to biotechnology and\r\nbiopharmaceutical researchers and companies worldwide. Invitrogen\r\nmanufactures and markets a breadth of products for life sciences\r\ndiscovery, development and production. These include research tools in\r\nkit form and catalog and custom products and service for corporate,\r\nacademic and government entities. Invitrogen also engages in\r\ntechnology licensing, research service, largescale production, and\r\nlife science technical expertise and support. With operations in more\r\nthan 20 countries and distributor relationships in 50 more, Invitrogen\r\nemploys approximately 2500 people at its worldwide locations.\r\nFor more information about Invitrogen visit the Web site at\r\nwww.invitrogen.com.\r\nAbout InforMax\r\nInforMax is a leading provider of a multiapplication suite of\r\nintuitive, flexible and affordable data access, analysis and\r\npresentation software designed specifically for the life scientist and\r\nthe scientific organization. More than 32,000 individual scientists at\r\nover 2,100 research organizations worldwide as of Sept. 30, 2002\r\nhave already chosen Vector technology to help speed and simplify their\r\nscientific research and deliver faster, more productive results.\r\nAdditional information about InforMax and the Vector Family of\r\nProducts can be found at informaxinc.com.\r\nCertain statements contained in this press release are considered\r\nforwardlooking statements within the meaning of the Private\r\nSecurities Litigation Reform Act of 1995, and it is Invitrogens and\r\nInforMaxs intent that such statements be protected by the safe harbor\r\ncreated thereby. Such statements include, but are not limited to,\r\nstatements concerning 1 Invitrogens ability to further accelerate\r\nbiological discovery and understanding; 2 the additional benefit to\r\nInforMaxs customer base from an expanded range of products and\r\nservices; 3 Invitrogens expectation that the InforMax acquisition\r\nwill strengthen Invitrogens existing product line or will simplify\r\nthe use of reagents and kits; 4 Invitrogens worldwide sales,\r\nmarketing and distribution capability accelerating the growth of\r\nInforMaxs Vector NTI Franchise and the penetration of InforMax\r\nproducts; 5 Mr. Whiteley as an excellent addition to Invitrogens\r\nSenior Management team. Such forwardlooking statements are subject to\r\na number of risks, uncertainties and other factors that could cause\r\nactual results to differ materially from future results expressed or\r\nimplied by such forwardlooking statements. Potential risks and\r\nuncertainties include, but are not limited to a Invitrogens ability\r\nto integrate the operations of InforMax and achieve its other business\r\nobjectives for this acquisition following the closing; b the\r\npossibility that customers of each company will not respond to\r\nmarketing and sales efforts promoting the products of the other; c\r\nthe possibility that conditions to the merger set forth in the merger\r\nagreement will not be satisfied; d Invitrogens ability to retain key\r\nmanagement and technical personnel of InforMax; e changes to\r\nInvitrogens and InforMaxs businesses during the period between now\r\nand closing; f adverse reactions to the proposed transaction by\r\ncustomers, suppliers and strategic partners, and g the degree to\r\nwhich Mr. Whiteley achieves key goals following the closing, as well\r\nas other risks and uncertainties detailed from time to time in\r\nInvitrogens and InforMaxs Securities and Exchange Commission\r\nfilings.\r\nThis announcement is neither an offer to purchase nor a\r\nsolicitation of an offer to sell shares of InforMax. At the time the\r\noffer is commenced, the acquiring entity will file a tender offer\r\nstatement and InforMax will file a solicitation/recommendation\r\nstatement with the U.S. Securities and Exchange Commission with\r\nrespect to the offer. The tender offer statement including an offer\r\nto purchase, a related letter of transmittal and other offer\r\ndocuments and the solicitation/recommendation statement will contain\r\nimportant information that should be read carefully before any\r\ndecision is made with respect to the offer. The offer to purchase, the\r\nrelated letter of transmittal and certain other offer documents, as\r\nwell as the solicitation/recommendation statement, will be made\r\navailable to all stockholders of InforMax, at no expense to them. The\r\ntender offer statement including the offer to purchase, the related\r\nletter of transmittal and all other offer documents filed with the\r\ncommission and the solicitation/recommendation statement will also be\r\navailable at no charge at the Commissions Website at www.sec.gov. The\r\ntender offer statement and related materials may be obtained for free\r\nby directing such requests to the information agent, Lawrence E.\r\nDennedy of MacKenzie Partners, Inc., 105 Madison Avenue, New York, NY\r\n10016, 212 9295239. The solicitation/recommendation statement and\r\nrelated documents may be obtained by directing such requests to\r\nInforMax, Inc. investor relations, at 240 7474000.\r\n \r\n \r\nContact:\r\n Invitrogen\r\n Paul Goodson, 760/6037208\r\n VP Investor Relations\r\n or\r\n InforMax\r\n John M. Green, 240/7474077\r\n CFO and COO ');} else {nopluginalert();}" shape=RECT alt=Start coords=10,23,30,40 href="javascript:talker('talk',1);"
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.
About Invitrogen
Invitrogen provides essential technologies to biotechnology and biopharmaceutical researchers and companies worldwide. Invitrogen manufactures and markets a breadth of products for life sciences discovery, development and production. These include research tools in kit form and catalog and custom products and service for corporate, academic and government entities. Invitrogen also engages in technology licensing, research service, large-scale production, and life science technical expertise and support. With operations in more than 20 countries and distributor relationships in 50 more, Invitrogen employs approximately 2500 people at its worldwide locations.
For more information about Invitrogen visit the Web site at www.invitrogen.com.
About InforMax
InforMax is a leading provider of a multi-application suite of intuitive, flexible and affordable data access, analysis and presentation software designed specifically for the life scientist and the scientific organization. More than 32,000 individual scientists at over 2,100 research organizations worldwide (as of Sept. 30, 2002) have already chosen Vector technology to help speed and simplify their scientific research and deliver faster, more productive results. Additional information about InforMax and the Vector Family of Products can be found at informaxinc.com. |
