Dexter Announces Merger Agreement; Deal Would Complete Breakup of Company

August 29, 2000
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Dexter announced a merger agreement with Invitrogen.

WINDSOR LOCKS, Conn. – Dexter Corp. announced a merger agreement with Invitrogen Corp., San Diego, that Dexter said will complete the breakup of the company in response to a hostile-takeover bid by International Specialty Products (ISP). Following recent announcements regarding agreements to sell its Electronic Materials, and Adhesives, Polymer Systems and Nonwoven Materials businesses, Dexter said its remaining operations will be merged into Invitrogen Corp. in a transaction that calls for Dexter's outstanding shares to be converted into $62.50 per share in cash and Invitrogen stock.

Invitrogen, a supplier of life-science research products, also has agreed to a merger with Life Technologies Inc. in which shares of Life Technologies will be converted into $60 in cash and Invitrogen stock. Dexter currently owns approximately 75% of Life Technologies' stock.

Meanwhile, ISP has announced that it is dropping its tender offer for Dexter's outstanding shares and its plan to seek the election of Dexter board of directors' members who favored the acquisition of Dexter by ISP. In a statement, ISP said it had agreed to step aside as promised since the Invitrogen agreement would provide Dexter shareholders with value greater than ISP's $45-per-share offer for Dexter.

Dexter earlier announced agreements to sell its Electronic Materials, and Adhesives and Polymers Systems businesses to Loctite Corp., and its Nonwoven Materials businesses to Ahlstrom Paper Group Oy. The Invitrogen merger marks "the culmination of Dexter's program to maximize shareholder value in the short term," the company said.

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