Invitrogen to Buy Applied Biosystems in $6.7 Billion Deal

Invitrogen forecasts mid-single digit growth for the new company in 2009 and EPS of $2.70. Mr. Lucier emphasized in the conference call that he expected this acquisition to go smoothly and not to lead to the lack of focus and operational difficulties that resulted from the company’s string of smaller acquisitions a few years ago. The three ABI Board members that will join the Invitrogen Board have yet to be determined. Tony L. White, Applera’s chairman and CEO, will serve as a consultant to the new company under a five-year contract.

Carlsbad, CA and Foster City, CA 6/12/08—Invitrogen and Applera have announced a definitive merger agreement under which Invitrogen will acquire Applied Biosystems (ABI) for $6.7 billion. The combined company will be named Applied Biosystems and is forecasted to have annual sales of $3.5 billion and a major presence in the genetic analysis, proteomics, cell biology and cell systems markets. “With this acquisition, we are nearly doubling our consumables business as almost half of Applied Biosystems’s revenues are consumable in nature,” said Invitrogen Chairman and CEO Gregory T. Lucier. “We expect to realize the benefits of this transaction quickly and efficiently with an integration roadmap that will focus on creating maximum value for the combined company.” ABI President and COO Mark P. Stevenson will become president and COO and three members of ABI’s Board will join Invitrogen’s nine-person Board. Invitrogen will acquire all outstanding shares of ABI for $38 per share in the form of Invitrogen common stock and cash that is expected to result in a ratio of 55% stock and 45% cash. ABI shareholders will receive $38 per share if the 20-day volume-weighted average price of Invitrogen common stock is priced $43.69–$46.00 three business days prior to the transaction’s close. This price represents a 17% premium to ABI’s closing price on June 11. ABI stockholders will also have the option to request all cash or all stock. Invitrogen shareholders will own the majority of company. The merger is expected to be neutral to slightly accretive to Invitrogen’s EPS in the first year after close and significantly accretive in the second year. By the third year, the combined company is expected to record $125 million in cost savings. The combined company will be headquartered in Carlsbad, California, Invitrogen’s current headquarters. The transaction is expected to close in the fall subject to shareholder and regulatory approval. (For more, see page 1.)

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