Invitrogen and Applera approve a definitive merger agreement under which Invitrogen will acquire all of the outstanding shares of Applied Biosystems in a transaction valued at US$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, uniquely 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 organisation will be named Applied Biosystems 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.
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 Lucier will be chairman and chief executive officer of the combined company, and Mark Stevenson will become president and chief operating officer.
"This transaction combines the industry's premier consumables provider with the industry's premier systems provider to create a world-class biotechnology tools company," said Lucier, chairman and chief executive officer of Invitrogen.
"With this acquisition, we are nearly doubling our consumables business as almost half of Applied Biosystems's revenues are consumable in nature.
"It also provides significant value creating opportunities for customers, shareholders and employees alike.
"We expect to realise the benefits of this transaction quickly and efficiently with an integration roadmap that will focus on creating maximum value for the combined company.
"We are highly confident in the ability of the talent in the combined organisation to deliver on our plans.
"Until the closing date, employees of each company will operate in a 'business-as-usual' mode to ensure continued execution of both Applied Biosystems's and Invitrogen's commitments".
Tony White, chairman and chief executive officer of Applera, said, "The Applera board, with the assistance of its independent financial advisors, has thoroughly reviewed a range of strategic alternatives.
"We are pleased this transaction provides attractive immediate value for Applera-Applied Biosystems shareholders as well as the ability to participate in future upside potential".
