Invitrogen and Applied Biosystems Delay Merger Votes
Between June 11 and October 15, Invitrogen and ABI’s stock have declined 34.7% and 9.9% to $28.29 and $29.50, respectively. Under the merger terms, ABI stockholders may elect to receive $38 a share, or $17.10 in cash and 0.4543 share of Invitrogen stock, or 0.8261 share of Invitrogen stock.
Carlsbad, CA 10/9/08; 10/15/08—Invitrogen announced it has amended the terms of its merger agreement with Applied Biosystems (ABI). To allow the companies’ stockholders to consider the amendment, the meetings to vote on the merger will take place October 28, instead of October 16. The amendment eliminates the requirement that the parties receive certain opinions regarding the transaction’s tax treatment. The stock market’s decline has increased the relative value of the cash consideration compared to the relative value of the stock consideration that ABI stockholders could receive. This has increased the likelihood of ABI stockholders opting for the all-cash consideration, making it more difficult for the consideration to qualify as a tax-free reorganization. In a tax-free reorganization, the percentage of the consideration that can be paid in cash is limited. Invitrogen stated that so far stockholders have voted “overwhelmingly” in favor of the merger, which is still expected to close in November. Invitrogen also announced that it now expects at least $80 million in synergies in the first year, compared to the previous estimate of $60 million. The company raised its 2009 non-GAAP EPS guidance from $2.60 to $2.65 to account for the additional cost savings and a lower than expected share count.

