Dexter Merger Agreement Would Complete Breakup
WINDSOR LOCKS, CT — Dexter Corp. announced a merger agreement with Invitrogen Corp. that Dexter said will complete the breakup of the company in response to a hostile-takeover bid by International Specialty Products (ISP).
Following recent announcements regarding agreements to sell its Electronic Materials and Adhesives, Polymer Systems, and Nonwoven Materials businesses, Dexter said its remaining operations will be merged into Invitrogen Corp. in a transaction that calls for Dexter’s outstanding shares to be converted into $62.50 per share in cash and Invitrogen stock. Invitrogen, a supplier of life-science research products, also has agreed to a merger with Life Technologies Inc. in which shares of Life Technologies will be converted into $60 in cash and Invitrogen stock. Dexter currently owns approximately 75% of Life Technologies’ stock.
Meanwhile, ISP announced that it was dropping its tender offer for Dexter’s outstanding shares and its plan to seek the election of Dexter board of directors members who favored the acquisition of Dexter by ISP. In a statement, ISP said it had agreed to step aside as promised, since the Invitrogen agreement would provide Dexter shareholders with value greater than ISP’s $45-per-share offer for Dexter.
A spokesman for Dexter said the company expected to announce an agreement regarding the sale of its aerospace-coatings business. The business would be included in the Invitrogen merger in the event a sale of the coatings business is not announced prior to the completion of the merger, the spokesman said.
Dexter earlier announced agreements to sell its Electronic Materials and Adhesives and Polymers Systems businesses to Loctite Corp. for $400 million in cash and its Nonwoven Materials businesses to Ahlstrom Paper Group Oy for $275 million in cash. The Invitrogen merger marks “the culmination of Dexter’s program to maximize shareholder value in the short term,” the company said.