29.07.2008 12:45:00
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Invitrogen and Applied Biosystems Announce Expiration of Hart-Scott-Rodino Waiting Period
Invitrogen Corporation (NASDAQ: IVGN) and Applied Biosystems Inc. (NYSE:
ABI) today announced the expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, in connection with
the companies’ pending merger. The expiration
of the waiting period satisfies one of the conditions to the closing of
the transaction. Invitrogen will soon be engaging with the European
Commission for a similar review process.
As previously announced on June 12, 2008, the Boards of Directors of
Invitrogen and Applera Corporation approved a definitive merger
agreement under which Invitrogen will acquire all of the outstanding
stock of Applied Biosystems Inc. for $38.00 per share in a cash and
stock transaction valued at $6.7 billion. This consideration represents
a premium of 17% to Applied Biosystems’ stock
price on June 11, 2008.
Invitrogen also announced it will file the preliminary S-4 with the
Securities and Exchange Commission by the end of July or early August
2008. The transaction is subject to approval of both companies’
shareholders as well as other customary closing conditions and is
targeted to close in late October or early November of 2008.
Also as previously announced, the two companies have begun work on
integration activities under the leadership of Mark Smedley, Invitrogen’s
Global Head of Operations. Integration team members from both companies
across all regions met July 20-22, 2008, to discuss proposed milestones
and activities for the integration and further review proposed synergies.
"Integration teams comprising all functional
areas of both companies are now in place and operating at full speed,”
Smedley said. "We have a clear integration
model in place and we are well on track to start delivering on the
potential of our new company as soon as the transaction closes.” 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, California, 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.
About Applied Biosystems Inc.
Applied Biosystems Inc. (formerly known as Applera Corporation) is a
global leader in the development and marketing of instrument-based
systems, consumables, software, and services for academic research, the
life science industry and commercial markets. Driven by its employees'
belief in the power of science to improve the human condition, the
company commercializes innovative technology solutions for DNA, RNA,
protein and small molecule analysis. Customers across the disciplines of
academic and clinical research, pharmaceutical research and
manufacturing, forensic DNA analysis, and agricultural biotechnology use
the company’s tools and services to
accelerate scientific discovery, improve processes related to drug
discovery and development, detect potentially pathogenic microorganisms,
and identify individuals based on DNA sources. Applied Biosystems has a
comprehensive service and field applications support team for a global
installed base of high-performance genetic and protein analysis
solutions. Applied Biosystems Inc. is headquartered in Norwalk, CT.
Information about Applied Biosystems, including reports and other
information filed by the company with the Securities and Exchange
Commission, is available at http://www.appliedbiosystems.com.
All information in this news release is as of the date of the release,
and Applied Biosystems does not undertake any duty to update this
information unless required by law.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This press release is being made pursuant to and in compliance with
Rules 165 and 425 of the Securities Act of 1933 and does not constitute
an offer of any securities for sale or a solicitation of an offer to buy
any securities. In connection with the proposed transaction, Invitrogen
and Applied Biosystems expect to file a 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.
Investors and security holders are urged to read the proxy
statement/prospectus because it will contain important information about
Invitrogen and Applied Biosystems and the proposed transaction. The
final joint proxy statement/prospectus will be mailed to shareholders of
Invitrogen and Applied Biosystems. Investors and security holders may
obtain a free copy of the definitive proxy statement/prospectus and
other documents when filed with the SEC at the SEC’s
website at www.sec.gov. The definitive
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, or from Applied Biosystems by directing such
requests to: Applied Biosystems, Attention:Investor Relations 850
Lincoln Center Drive, Foster City, CA 94404.
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 will be included
in the proxy statement relating to the proposed merger when it becomes
available. Each of these documents is, or will be, available free of
charge at the Securities and Exchange Commission’s
Web site at http://www.sec.gov and from
Invitrogen Investor Relations, telephone: 760-603-7200 or on Invitrogen’s
website at http://www.invitrogen.com
or Applied Biosystems’ website: at http://www.appliedbiosystems.com.
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