WINDSOR LOCKS, CT - The Dexter Corp. said its board of directors has unanimously rejected an unsolicited merger proposal from International Specialty Products (ISP), calling the proposal "both inadequate and contrary to the best interests of the stockholders of Dexter."

ISP Chairman Samuel J. Heyman on Dec. 14, 1999, submitted a proposal to acquire Dexter for $45 per share, or approximately $934 million. In a letter informing Heyman that the Dexter board had rejected the proposal, Dexter Chairman K. Grahame Walker said Heyman had engaged in an "opportunistic" strategy to acquire Dexter at an undervalued price. Walker also criticized Heyman for issuing negative comments about Dexter's 71% ownership of Life Technologies Inc., a life-sciences business that Heyman said would perform better if separated from Dexter. Walker said Heyman had "made some factual assertions about Dexter and Life Technologies which are simply wrong and which are potentially damaging to one or both companies."