Invitrogen and Applied Biosystems to Combine
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Invitrogen Corporation and Applera Corporation have announced that their Boards of Directors have approved a definitive merger agreement, under which Invitrogen will acquire all of the outstanding shares of Applera’s Applied Biosystems Group in a cash and stock transaction valued at $6.7 billion.
This strategic combination will create a global leader in biotechnology reagents and systems generating approximately $3.5 billion in combined sales, with significant commercial, operational and technical scale, positioned to accelerate and drive new discoveries and commercial applications.
The combined company will have a major presence in key growth markets and exceptional technical capabilities in the areas of genetic analysis, proteomics, cell biology and cell systems. Following the close of the transaction, the combined organization will be named Applied Biosystems, Inc. and will have its corporate headquarters in Carlsbad, California.
Under the terms of the merger agreement, Applera-Applied Biosystems shareholders will receive $38.00 for each share of Applera-Applied Biosystems stock they own in the form of Invitrogen common stock and cash. The expected split between cash and stock is 45% and 55%, respectively.
Applera-Applied Biosystems shareholders will receive a value of $38.00 a share if the 20 day volume-weighted average price of Invitrogen common stock is in the range of $43.69 - $46.00 three business days prior to the close of the transaction. The total value per share will differ if Invitrogen’s 20 day volume-weighted average price is above or below that range, measured shortly prior to the close of the transaction.
The consideration represents a premium of 17% to Applied Biosystems’s closing price on June 11, 2008, or 12% to Applied Biosystems’s average closing price in the last 30 trading days. Applera-Applied Biosystems shareholders also will have the option to request all cash or all stock, subject to possible proration. Upon completion of the transaction, Invitrogen shareholders will own the majority of the company.
The combination is expected to be neutral to slightly accretive to Invitrogen’s earnings per share the first year after close and significantly accretive in year two.
Following the closing of the transaction, the Board of Directors of the new company will be composed of the nine current Invitrogen Board members and three additional members from the current Applera Board. Gregory T. Lucier will be Chairman and Chief Executive Officer of the combined company, and Mark P. Stevenson will become President and Chief Operating Officer.
