Invitrogen and Applied Biosystems Announce Preliminary Results of Election Regarding Merger Consideration
Invitrogen Corporation (NASDAQ:IVGN) and Applied Biosystems Inc. (NYSE:ABI) today announced the preliminary results of elections made by Applied Biosystems stockholders regarding their preferences as to the form of merger consideration they will receive in the pending acquisition of Applied Biosystems by Invitrogen. The election deadline for Applied Biosystems stockholders to have made merger consideration elections in connection with the proposed merger was 5:00 p.m., EST, on November 19, 2008. Of the 172,504,949 shares of Applied Biosystems common stock outstanding as of November 19, 2008, holders of: 144,161,857 shares, or approximately 84% of outstanding shares, elected to receive cash; 4,465,325 shares, or approximately 2% of outstanding shares, elected to receive Invitrogen common stock; 12,300,710 shares, or approximately 7%, elected to receive mixed consideration consisting of part cash and part Invitrogen common stock; and 11,577,057 shares, or approximately 7%, did not make a valid election and therefore will be deemed to have elected to receive mixed consideration, entitling them to receive consideration consisting of part cash and part Invitrogen common stock. The elections with respect to 15,103,384 of the foregoing shares electing to receive cash, 2,400 of the foregoing shares electing to receive stock, and 1,401,640 of the foregoing shares electing to receive mixed consideration were made pursuant to the notice of guaranteed delivery procedure, which requires the delivery of Applied Biosystems shares to American Stock Transfer & Trust Company, LLC, the exchange agent for the merger by 5:00 p.m., EST, on November 24, 2008. If the exchange agent does not receive the required share certificates or book-entry transfer of shares by this guaranteed delivery deadline, the Applied Biosystems shares subject to such election will be treated as shares that have made a mixed election. After the final results of the election process are determined, the allocation of the merger consideration will be computed using the formula in the merger agreement. Elections to receive all cash or all stock consideration made by Applied Biosystems stockholders will be subject to proration, as described in the merger agreement and the joint proxy statement/prospectus and related supplement provided to stockholders in connection with the special meetings of Applied Biosystems stockholders and Invitrogen stockholders held on October 28, 2008. Proration will be required if the available cash consideration or the available Invitrogen common stock consideration is oversubscribed.

