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.
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.
