Invitrogen Shareholders Approve Merger with Applied Biosystems

CARLSBAD, Calif.–Invitrogen Corporation (NASDAQ: IVGN – News) today announced that its shareholders have voted to approve the company’s proposed merger with Applied Biosystems Inc. (NYSE: ABI – News) at a special meeting of shareholders held today. “We are pleased with the outcome of today’s vote and with the fact that our shareholders so overwhelming supported this transaction,” said Gregory T. Lucier, Chairman and Chief Executive Officer of Invitrogen. “The combination with Applied Biosystems presents enormous opportunity for our shareholders, employees, and customers. We look forward to completing the transaction, so we can begin to deliver on the promise of our new company.” The preliminary tabulation indicates that more than 98 percent of the shares voted were cast in favor of the transaction. The number of shares voted in favor of the transaction represented approximately 80 percent of the total shares outstanding and entitled to vote at the meeting. Merger Update The company also provided an update on its merger with Applied Biosystems. As stated on the company’s earnings call October 21, the integration remains on track, with detailed integration plans in place by function. In addition, Invitrogen remains committed to $80 million cost synergies for year one, $20 million higher than previously communicated. With regard to financing, the company reiterated that current issues in the capital markets are not anticipated to have any impact on the financing for the transactions. As previously announced, the financing syndication for the credit facilities has been completed. There are approximately 30 lenders in Term Loan A, which is $1.4 billion and has an interest rate of LIBOR plus 250 basis points and a term of five years. More than 250 lenders have committed to Term Loan B, which is in the amount of $1 billion and has an interest rate of LIBOR plus 300 basis points with a term of seven years. “As we approach the closing date for this transaction, we continue to evaluate all areas within finance at the two companies and choose the best practices from each,” said David Hoffmeister, Invitrogen’s Chief Financial Officer. “One such practice we have chosen to continue is Applied Biosystems’ foreign currency hedging program. As a combined company, we will maintain AB’s hedging program through 2009, and potentially expand the practice to also include Invitrogen’s foreign currency exposure.” The company reiterated its expectation for 2009 non-GAAP earnings per share of at least $2.65 at today’s currency exchange and LIBOR rates. Hart-Scott-Rodino clearance was obtained from the US Federal Trade Commission on July 29th and, as announced today, shareholder approval has now been received. Accordingly, the only regulatory clearance necessary in order for the transaction to be consummated is from the European Commission (ECMR). Formal notification was filed with the ECMR on October 7th and the parties continue to work to obtain ECMR clearance. The transaction is expected to close shortly after final approval from the European Commission. “We remain fully confident that when this transaction closes, our combined company will enable revolutionary innovation in the life sciences arena for the benefit of customers,” Lucier said. “It’s unfortunate that our stock price has been affected by the current economic turmoil and tumultuous financial markets. However, it presents an unprecedented buying opportunity, one that I and many of my colleagues fully intend to take advantage of when our internal trading window opens.”

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