Closing Date of Merger Scheduled for November 21, 2008; Deadline for
Merger Consideration Elections to be Close of Business on November 19,
2008
Invitrogen Corporation (NASDAQ:IVGN) and Applied Biosystems Inc.
(NYSE:ABI) today announced that they have received clearance from the
European Commission for their proposed merger. This represents the last
regulatory approval needed for the completion of the merger. The
companies are now actively engaged in preparation for the closing of the
merger, which is scheduled to occur on November 21, 2008. The closing
remains subject to other customary closing conditions, which are
expected to be satisfied on the scheduled closing date.
In accordance with the merger agreement, all Applied Biosystems
stockholders who have not made their cash, stock or mixed consideration
elections must submit their election forms, together with the
certificate(s) representing their shares or confirmation of book-entry
transfer of such shares, to American Stock Transfer & Trust Company,
LLC, the exchange agent, at its designated office, by 5:00 p.m., EST on
November 19, 2008 (the “Election Deadline”).
Stockholders holding shares through a brokerage account or similar
arrangement will need to follow any procedures required by their
brokers, who will tender shares on their behalf, and stockholders are
encouraged to consult with their brokers as soon as possible regarding
these procedures. If you hold your shares through a brokerage account or
similar arrangement, your broker will tender the shares on your behalf
if you follow the broker's instructions.
Holders of Applied Biosystems stock whose election forms are not
properly received by the exchange agent prior to the Election Deadline
will be deemed to have made a mixed election, entitling them to receive
consideration consisting of part cash and part Invitrogen common stock.
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.
If for any reason the closing does not occur on November 21, 2008 as
scheduled, Invitrogen and Applied Biosystems will issue another press
release announcing the new closing date, which may be less than five
business days prior to rescheduled closing date.
Stockholders with questions about the election form or who require
additional copies should contact The Altman Group, the Information Agent
for the merger, at (800) 332-4904.
About Invitrogen
Invitrogen Corporation (NASDAQ: IVGN) provides products and services
that support academic and government research institutions and
pharmaceutical and biotech companies worldwide in their efforts to
improve the human condition. The company provides essential life science
technologies for disease research, drug discovery, and commercial
bioproduction.