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Collaboration seeks to develop new methods for better identification of contaminants in drinking water
www.edie.net | Jul 25, 2008
Scientists at Missouri University of Science and Technology are working with Applied Biosystems and its joint-venture partner, MDS Analytical Technologies, to develop and validate new methods to improve the identification of contaminants in drinking water by detecting a wider range of harmful
Applera Corporation Q4 2008 Earnings Call Transcript
seekingalpha.com | Jul 24, 2008
Applera Corporation (CRA)Q4 2008 Earnings Call TranscriptComplete Story <img
Novell SUSE Linux beats out Red Hat on cost at life sciences firm
searchenterpriselinux.techtarget.com | Jul 21, 2008
By standardizing on Novell SUSE Linux and VMware rather than Red Hat, Invitrogen has saved on cost and achieved better integrated VMware and Active Directory.
Applera changes name to Applied Biosystems
www.pharmaceutical-business-review.com | Jul 2, 2008
Applera has announced that the name of the company has been changed to Applied Biosystems to reflect the remaining business of the company following the separation of its Celera business.
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Applera Corporation - Applied Biosystems: Careers
In North America, we currently have a number of openings for talented, hard- working, dedicated people in marketing, sales, research, development, finance, legal, operations and administration. You can find similar opportunities overseas with our International offices.
http://www.applera.com/applera/applerahome.nsf/sectionhome/6C2F641E7725B64885256D9A004E3C26
CLI Applied Biosystems
www.cli-online.com
We've taken LC/MS/MS for Toxicology and made it really, really, really easy. Extraordinarily easy-to-use Cliquid™ Drug Screen and Quant Software makes stepping up to LC/MS/MS technology for toxicology almost effortless.
Applera Corp.-Celera Genomics Group, Corporation
SAN DIEGO, Calif. - - ICON Group International Ltd. today released studies on labor productivity and financial benchmarks for Applera Corp.-Celera Genomics Group (NYSE: CRA).
http://www.icongrouponline.com/pr/Applera_Corp_-Celera_Genomics_Group_US/PR.html
DLA Piper | ニュース | DLA Piper advises Invitrogen on $6.7 billion merger with Applera Corporation
DLA Piper advised Invitrogen Corporation in its proposed $6.7 billion merger with Applera Corporation. The deal will create one of the world’s leading biotechnology companies, to be named Applied Biosystems, with expected annual sales of approximately $3.5 billion.
News from Zibb.com
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Invitrogen and Applied Biosystems Announce European Commission Merger Clearance - Zibb.com
CARLSBAD, Calif. & NORWALK, Conn., Nov 11, 2008 (BUSINESS WIRE) --
Invitrogen Corporation (NASDAQ:IVGN) and Applied Biosystems Inc. (NYSE:ABI) today announced that they have received clearance from the European Commission for their proposed merger. This represents the last regulatory approval needed for the completion of the merger. The companies are now actively engaged in preparation for the closing of the merger, which is scheduled to occur on November 21, 2008. The closing remains subject to other customary closing conditions, which are expected to be satisfied on the scheduled closing date.
In accordance with the merger agreement, all Applied Biosystems stockholders who have not made their cash, stock or mixed consideration elections must submit their election forms, together with the certificate(s) representing their shares or confirmation of book-entry transfer of such shares, to American Stock Transfer & Trust Company, LLC, the exchange agent, at its designated office, by 5:00 p.m., EST on November 19, 2008 (the "Election Deadline"). Stockholders holding shares through a brokerage account or similar arrangement will need to follow any procedures required by their brokers, who will tender shares on their behalf, and stockholders are encouraged to consult with their brokers as soon as possible regarding these procedures. If you hold your shares through a brokerage account or similar arrangement, your broker will tender the shares on your behalf if you follow the broker's instructions.
Holders of Applied Biosystems stock whose election forms are not properly received by the exchange agent prior to the Election Deadline will be deemed to have made a mixed election, entitling them to receive consideration consisting of part cash and part Invitrogen common stock. 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.
If for any reason the closing does not occur on November 21, 2008 as scheduled, Invitrogen and Applied Biosystems will issue another press release announcing the new closing date, which may be less than five business days prior to rescheduled closing date.
Stockholders with questions about the election form or who require additional copies should contact The Altman Group, the Information Agent for the merger, at (800) 332-4904.
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. Invitrogen's own research and development efforts are focused on breakthrough innovation in all major areas of biological discovery including functional genomics, proteomics, stem cells, cell therapy and cell biology -- placing Invitrogen's products in nearly every major laboratory in the world. Founded in 1987, Invitrogen is headquartered in Carlsbad, CA, and conducts business in more than 70 countries around the world. The company employs approximately 4,700 scientists and other professionals and had revenues of approximately $1.3 billion in 2007. For more information, visit www.Invitrogen.com.
About Applied Biosystems Inc.
Applied Biosystems Inc. (formerly known as Applera Corporation) is a global leader in the development and marketing of instrument-based systems, consumables, software, and services for academic research, the life science industry and commercial markets. Driven by its employees' belief in the power of science to improve the human condition, the company commercializes innovative technology solutions for DNA, RNA, protein and small molecule analysis. Customers across the disciplines of academic and clinical research, pharmaceutical research and manufacturing, forensic DNA analysis, and agricultural biotechnology use the company's tools and services to accelerate scientific discovery, improve processes related to drug discovery and development, detect potentially pathogenic microorganisms, and identify individuals based on DNA sources. Applied Biosystems has a comprehensive service and field applications support team for a global installed base of high-performance genetic and protein analysis solutions. Applied Biosystems is headquartered in Norwalk, CT. Information about Applied Biosystems, including reports and other information filed by the company with the Securities and Exchange Commission, is available at http://www.appliedbiosystems.com. All information in this news release is as of the date of the release, and Applied Biosystems does not undertake any duty to update this information unless required by law.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transaction, Invitrogen and Applied Biosystems have filed a joint proxy statement/prospectus as part of a registration statement on Form S-4 regarding the proposed transaction with the Securities and Exchange Commission, or SEC. The definitive joint proxy statement/prospectus has been mailed to stockholders of both companies. A supplement to the definitive joint proxy statement / prospectus also has been filed with the SEC and mailed to stockholders of both companies. Investors and security holders are urged to read the joint proxy statement/prospectus in its entirety, including the supplement thereto, because it contains important information about Invitrogen and Applied Biosystems and the proposed transaction. Investors and security holders may obtain a free copy of the definitive joint proxy statement/prospectus, including the supplement thereto, and other documents at the SEC's website at www.sec.gov. The definitive joint proxy statement/prospectus, including the supplement thereto, and other relevant documents may also be obtained free of charge from Invitrogen by directing such requests to: Invitrogen Corporation, Attention: Investor Relations, 5791 Van Allen Way, Carlsbad, CA 92008, and from Applied Biosystems at: Applied Biosystems Inc., Attention: Investor Relations 850 Lincoln Center Drive, Foster City, CA 94404.
Safe Harbor Statement
Certain statements contained in this press release are considered "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, and it is Invitrogen's and Applied Biosystems' intent that such statements be protected by the safe harbor created thereby. Forward looking statements include but are not limited to statements regarding the timing of and satisfaction of conditions to the merger, whether any of the anticipated benefits of the merger will be realized, future revenues, future net income, future cash flows, financial forecasts, future competitive positioning and business synergies, future acquisition cost savings, future expectations that the merger will be accretive to GAAP and cash earnings per share, future market demand, future benefits to stockholders, future debt payments and future economic and industry conditions. Potential risks and uncertainties include, but are not limited to potential difficulties that may be encountered in integrating the merged businesses; potential uncertainties regarding market acceptance of the combined company; uncertainties as to the timing of the merger; the satisfaction of other closing conditions to the transaction; Invitrogen's and Applied Biosystems' ability to protect their respective intellectual property rights; competitive responses to the merger; an economic downturn, including the deterioration in economic and market conditions currently being experienced; risks that revenues following the merger may be lower than expected; Invitrogen's and Applied Biosystems' ability to make accurate estimates and control costs; Invitrogen's and Applied Biosystems' and their respective partners' ability to bid on, win, perform and renew contracts and projects; the need to develop new products and adapt to significant technological change; exposure to environmental liabilities and litigation; liabilities for pending and future litigation; the impact of changes in laws and regulations; industry competition; Invitrogen's ability to obtain the financing required to complete the merger, and the terms of such financing; Invitrogen's and Applied Biosystems' ability to attract and retain key employees; employee, agent or partner misconduct; risks associated with changes in equity-based compensation requirements; Invitrogen's and Applied Biosystems' leveraged position and ability to service debt; risks associated with international operations; third-party software risks; terrorist and natural disaster risks; anti-takeover risks and other factors; and other risks and uncertainties detailed from time to time in Invitrogen's and Applied Biosystems' SEC filings.
SOURCE: Invitrogen Corporation
Invitrogen contact: Investors: Amanda Clardy (760) 603-7200 amanda.clardy@invitrogen.com or Applied Biosystems contact: Investors: Peter Dworkin (650) 554-2479 peter.dworkin@appliedbiosystems.com
Tags: academic acquisition agricultural biology biotechnology book broker business california clinical commercial connecticut debt disease dna earnings election equity forensic gaap government law manufacturing market marketing merger nasdaq nyse pharmaceuticals products property regulations research science sec securities security software takeover technology
Companies: Applera Corporation-Applied Biosystems Group (ABI), Invitrogen Corp. (IVGN), Trust Co Ltd (TCNYF)
Invitrogen and Applied Biosystems Amend Merger Agreement to Eliminate Tax Opinion Condition;
CARLSBAD, Calif. & FOSTER CITY, Calif., Oct 15, 2008 (BUSINESS WIRE) --
Invitrogen Corporation (NASDAQ:IVGN) and Applied Biosystems Inc. (NYSE:ABI) today announced that they have amended their pending merger agreement to eliminate a condition to closing requiring that the parties receive certain opinions of their respective counsel as to the tax treatment of the transaction.
Under the prior terms of the merger agreement, completion of the merger was conditioned on the receipt of an opinion from each party's counsel to the effect that the merger will be treated as a tax-free reorganization under Section 368(a) of the Internal Revenue Code. Given the unprecedented market conditions of the past few weeks, and the current trading price of Invitrogen's common stock, the parties determined that they currently might not be able to obtain the necessary opinions because of the relative value of the cash consideration to be received by Applied Biosystems stockholders as compared to the value of the stock consideration they will receive. Applicable tax regulations generally limit the percentage of the consideration that can be paid in cash if the transaction is to qualify as a tax-free reorganization.
In order to allow shareholders of Invitrogen and Applied Biosystems more time to consider the merger agreement amendment, the parties have agreed to delay their previously scheduled special stockholder meetings in connection with the merger. The special stockholder meetings for both Invitrogen and Applied Biosystems will now be held on October 28, 2008. Applied Biosystems will convene its scheduled October 16, 2008 special meeting for the sole purpose of adjourning the meeting, and Invitrogen's scheduled October 16, 2008 special meeting will be postponed.
Although voting on the merger is still in process, stockholders have thus far overwhelmingly voted in favor of the merger. Any proxies or votes already submitted by stockholders in connection with the special meetings will remain valid; therefore, there is no need to for any stockholders to vote again. In addition, any elections to receive cash, stock or mixed consideration that have already been submitted by Applied Biosystems stockholders will remain valid and will be unaffected by the delay in holding the special meetings or the amendment of the merger agreement.
Invitrogen and Applied Biosystems will be mailing a supplement to the joint proxy statement/prospectus in connection with the merger that was previously sent to stockholders of record as of the close of business on the September 5, 2008 record date. This supplement will provide detailed information regarding the amendment to the merger agreement and the tax implications of the merger. Stockholders are encouraged to read the supplement in its entirety, as well as the joint proxy statement / prospectus. The supplement will be filed with the Securities Exchange Commission and an electronic version will be available on each company's website.
Stockholders who have not yet voted may do so until the special stockholder meetings, and all proxies will remain revocable until the applicable meeting has been concluded. Applied Biosystems stockholders who have not made their cash, stock or mixed consideration elections may do so until the election deadline two business days prior to the closing of the merger. All elections will remain revocable until the election deadline.
The parties do not expect the delay in holding the special meetings or the amendment of the merger agreement to delay the projected closing date of the merger, which is still expected to occur in November. In addition to the approval of Applied Biosystems and Invitrogen stockholders, the merger is conditioned on, among other matters, receipt of antitrust clearance under the European Council Merger Regulation.
The special meeting of Invitrogen shareholders to consider the proposed acquisition of Applied Biosystems will now be held on October 28, 2008, at 9:30 a.m. Pacific Standard Time at Invitrogen's headquarters, 5781 Van Allen Way, Carlsbad, CA 92008. Applied Biosystems' special meeting of shareholders will now be held on October 28, 2008, at 9:00 a.m. Eastern Daylight Time at the headquarters of Applied Biosystems, 301 Merritt 7, Norwalk, CT 06851.
Under the U.S. tax code, if the merger qualifies as a tax-free reorganization for tax purposes, gain realized by a U.S. holder of Applied Biosystems stock will only be taxable to the extent of the cash portion of the merger consideration. Loss, if any, will not be recognized at the time of the merger. If the merger does not qualify as a tax-free reorganization, then U.S. holders of Applied Biosystems stock will recognize gain (or loss) to the extent that the value of the cash and stock consideration they receive exceeds (or is less than) the tax basis of the Applied Biosystems shares they own. There should be no consequences for U.S. holders of Invitrogen common stock if the merger does not qualify as a tax-free reorganization. Stockholders are encouraged to obtain the advice of their personal tax advisors to make their own determination on the tax consequences to them of the merger.
Invitrogen and Applied Biosystems have received opinions from their respective counsel that, regardless of whether the merger qualifies as a tax-free reorganization, the merger will not be taxable to either company.
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. Invitrogen's own research and development efforts are focused on breakthrough innovation in all major areas of biological discovery including functional genomics, proteomics, stem cells, cell therapy and cell biology -- placing Invitrogen's products in nearly every major laboratory in the world. Founded in 1987, Invitrogen is headquartered in Carlsbad, CA, and conducts business in more than 70 countries around the world. The company employs approximately 4,700 scientists and other professionals and had revenues of approximately $1.3 billion in 2007. For more information, visit www.Invitrogen.com.
About Applied Biosystems Inc.
Applied Biosystems Inc. (formerly known as Applera Corporation) is a global leader in the development and marketing of instrument-based systems, consumables, software, and services for academic research, the life science industry and commercial markets. Driven by its employees' belief in the power of science to improve the human condition, the company commercializes innovative technology solutions for DNA, RNA, protein and small molecule analysis. Customers across the disciplines of academic and clinical research, pharmaceutical research and manufacturing, forensic DNA analysis, and agricultural biotechnology use the company's tools and services to accelerate scientific discovery, improve processes related to drug discovery and development, detect potentially pathogenic microorganisms, and identify individuals based on DNA sources. Applied Biosystems has a comprehensive service and field applications support team for a global installed base of high-performance genetic and protein analysis solutions. Applied Biosystems is headquartered in Norwalk, CT. Information about Applied Biosystems, including reports and other information filed by the company with the Securities and Exchange Commission, is available at http://www.appliedbiosystems.com. All information in this news release is as of the date of the release, and Applied Biosystems does not undertake any duty to update this information unless required by law.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transaction, Invitrogen and Applied Biosystems have filed a joint proxy statement/prospectus as part of a registration statement on Form S-4 regarding the proposed transaction with the Securities and Exchange Commission, or SEC. The definitive joint proxy statement/prospectus has been mailed to shareholders of both companies. A supplement to the definitive joint proxy statement / prospectus will be filed with the SEC and mailed to stockholders of both companies. Investors and security holders are urged to read the joint proxy statement/prospectus in its entirety, including the supplement thereto, because it contains important information about Invitrogen and Applied Biosystems and the proposed transaction. Investors and security holders may obtain a free copy of the definitive joint proxy statement/prospectus, including the supplement thereto, and other documents at the SEC's website at www.sec.gov. The definitive joint proxy statement/prospectus, including the supplement thereto, and other relevant documents may also be obtained free of charge from Invitrogen by directing such requests to: Invitrogen Corporation, Attention: Investor Relations, 5791 Van Allen Way, Carlsbad, CA 92008, and from Applied Biosystems Inc. at: Applied Biosystems Inc., Attention: Investor Relations 850 Lincoln Center Drive, Foster City, CA 94404.
PARTICIPANTS IN THE SOLICITATION
Invitrogen and Applied Biosystems and their respective directors, executive officers and certain other members of their management and employees may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information concerning all of the participants in the solicitation is included in the joint proxy statement/prospectus relating to the proposed merger. This document is available free of charge at the Securities and Exchange Commission's Web site at http://www.sec.gov and from: Invitrogen Investor Relations, telephone: 760-603-7200 or on Invitrogen's website at http://www.invitrogen.com; or from Applied Biosystems Investor Relations, telephone: (650) 554-2449 or on the Applied Biosystems' web site at http://www.appliedbiosystems.com.
Safe Harbor Statement
Certain statements contained in this press release are considered "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, and it is Invitrogen's and Applied Biosystems' intent that such statements be protected by the safe harbor created thereby. Forward looking statements include but are not limited to statements regarding the timing of and satisfaction of conditions to the merger, whether any of the anticipated benefits of the merger will be realized, future revenues, future net income, future cash flows, financial forecasts, future competitive positioning and business synergies, future acquisition cost savings, future expectations that the merger will be accretive to GAAP and cash earnings per share, future market demand, future benefits to stockholders, future debt payments and future economic and industry conditions. Potential risks and uncertainties include, but are not limited to potential difficulties that may be encountered in integrating the merged businesses; potential uncertainties regarding market acceptance of the combined company; uncertainties as to the timing of the merger; uncertainties regarding approval of the transaction by the stockholders of the companies and the satisfaction of other closing conditions to the transaction; Invitrogen's and Applied Biosystems' ability to protect their respective intellectual property rights; competitive responses to the merger; an economic downturn, including the deterioration in economic and market conditions currently being experienced; risks that revenues following the merger may be lower than expected; Invitrogen's and Applied Biosystems' ability to make accurate estimates and control costs; Invitrogen's and Applied Biosystems' and their respective partners' ability to bid on, win, perform and renew contracts and projects; the need to develop new products and adapt to significant technological change; exposure to environmental liabilities and litigation; liabilities for pending and future litigation; the impact of changes in laws and regulations; industry competition; Invitrogen's ability to obtain the financing required to complete the merger, and the terms of such financing; Invitrogen's and Applied Biosystems' ability to attract and retain key employees; employee, agent or partner misconduct; risks associated with changes in equity-based compensation requirements; Invitrogen's and Applied Biosystems' leveraged position and ability to service debt; risks associated with international operations; third-party software risks; terrorist and natural disaster risks; anti-takeover risks and other factors; and other risks and uncertainties detailed from time to time in Invitrogen's and Applied Biosystems' SEC filings.
SOURCE: Invitrogen Corporation
Invitrogen contact: Investors: Amanda Clardy, 760603-7200 ir@invitrogen.com or Applied Biosystems contact: Investors: Peter Dworkin, 650-554-2479 peter.dworkin@appliedbiosystems.com
Tags: academic acquisition agricultural antitrust biology biotechnology business california clinical commercial connecticut debt disease dna earnings equity executive forensic gaap government law manufacturing market marketing merger nasdaq nyse pharmaceuticals products property regulations research research and development revenue science sec securities security software takeover tax technology web
Companies: Applera Corporation-Applied Biosystems Group (ABI), Invitrogen Corp. (IVGN)
Applied Biosystems Stockholders Approve Merger with Invitrogen - Zibb.com
NORWALK, Conn., Oct 28, 2008 (BUSINESS WIRE) --
Applied Biosystems Inc. (NYSE:ABI) today announced that its stockholders have voted to approve the company's proposed merger with Invitrogen Corporation (NASDAQ:IVGN) at a special meeting of stockholders held today.
"We are pleased with the overwhelming support of this transaction by our stockholders," said Tony L. White, Chairman and Chief Executive Officer of Applied Biosystems. "The combination with Invitrogen presents exciting opportunities for stockholders, customers, and employees alike. The life sciences are one of the most dynamic industries in the global economy, and the merger of these two fine companies should help accelerate medical research, drug development, and the adoption of molecular technologies in other fields such as food and environmental testing."
More than 98 percent of the shares voted were cast in favor of the transaction at the special meeting. The number of shares voted in favor of the transaction represented more than 80 percent of the total shares outstanding and entitled to vote at the meeting.
The closing of the merger is conditioned on receipt of antitrust clearance under the European Council Merger Regulation and other customary closing conditions.
Later today Invitrogen plans to announce the outcome of its special stockholder meeting to consider the merger.
About Applied Biosystems Inc.
Applied Biosystems Inc. (formerly known as Applera Corporation) is a global leader in the development and marketing of instrument-based systems, consumables, software, and services for academic research, the life science industry and commercial markets. Driven by its employees' belief in the power of science to improve the human condition, the company commercializes innovative technology solutions for DNA, RNA, protein and small molecule analysis. Customers across the disciplines of academic and clinical research, pharmaceutical research and manufacturing, forensic DNA analysis, and agricultural biotechnology use the company's tools and services to accelerate scientific discovery, improve processes related to drug discovery and development, detect potentially pathogenic microorganisms, and identify individuals based on DNA sources. Applied Biosystems has a comprehensive service and field applications support team for a global installed base of high-performance genetic and protein analysis solutions. Applied Biosystems Inc. is headquartered in Norwalk, CT. On June 12, 2008, Applera Corporation and Invitrogen Corporation (NASDAQ: IVGN) announced that their Boards of Directors had approved a definitive merger agreement under which Invitrogen will acquire all of the outstanding shares of Applied Biosystems stock. The merger is subject to customary closing conditions. Information about Applied Biosystems, including reports and other information filed by the company with the Securities and Exchange Commission, is available at http://www.appliedbiosystems.com. All information in this release is as of the date of the release, and Applied Biosystems does not undertake any duty to update this information unless required by law.
Applied Biosystems Forward-Looking Statements
Certain statements in this press release are forward-looking. These may be identified by the use of forward-looking words or phrases such as "believe," "should," "anticipate," "planned," and "expect," among others. These forward-looking statements are based on our current expectations. The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for such forward-looking statements. In order to comply with the terms of the safe harbor, we note that a variety of factors could cause actual results and experience to differ materially from the anticipated results or other expectations expressed in such forward-looking statements. The risks and uncertainties that may affect the operations, performance, development, and results of our business, including the proposed merger with Invitrogen, include but are not limited to: (1) our proposed merger with Invitrogen is subject to the approval under the European Commission Merger Regulation, and we cannot provide assurances as to whether we will obtain the Commission's clearance or whether the clearance granted will be subject to any conditions on the Company resulting from the merger; (2) our proposed merger with Invitrogen is subject to the satisfaction of various other conditions specified in the merger agreement, and we cannot provide assurances that all of the conditions will be satisfied; (3) the announcement of the proposed merger and our planning for the integration of the two companies could disrupt our business plans and operations, adversely affect our relationships with other companies such as customers and suppliers, and divert the attention of our management; (4) rapidly changing technology and evolving industry standards could adversely affect demand for our products, and our business is dependent on development and customer acceptance of new products; (5) our sales are dependent on customers' capital spending policies and government-sponsored research; (6) we have significant overseas operations, and fluctuations in the value of foreign currencies could affect our financial and operating results; (7) our growth depends in part on our ability to acquire complementary technologies through acquisitions, investments, or other strategic relationships or alliances, which may not be successful, may absorb significant resources, may cause dilution, and may result in impairment or other charges; (8) we may be subject to liabilities related to our use, manufacture, sale, and distribution of hazardous materials; (9) some of our principal facilities are subject to the risk of earthquakes, which could interrupt operations; (10) our products are based on complex, rapidly developing technologies, which has resulted in some ongoing legal actions against us and which creates a constant risk of lawsuits, arbitrations, investigations, and other legal actions with private parties and governmental entities, particularly involving claims for infringement of patents and other intellectual property rights; (11) some of the intellectual property that is important to our business is owned by other companies or institutions and licensed to us, and legal actions against these companies or institutions could harm our business; (12) we may need to license intellectual property from third parties to avoid or settle legal actions brought against us; (13) we are dependent on the operation of computer hardware, software, and Internet applications and related technology for our business, particularly those areas of our business focused on the development and marketing of information-based products and services; (14) new clinical diagnostic instruments to be developed by us may not receive required regulatory clearances and/or may not be accepted and adopted by the market; (15) we rely on a single supplier or a limited number of suppliers for some key products and key components of some of our products; and (16) other factors that might be described from time to time in our filings with the Securities and Exchange Commission.
(C)Copyright 2008. Applied Biosystems Inc. All rights reserved. Applera, Applied Biosystems, and AB (Design) are registered trademarks of Applied Biosystems Inc. or its subsidiaries in the U.S. and/or certain other countries. Invitrogen is a registered trademark of Invitrogen Corporation.
SOURCE: Applied Biosystems Inc.
Applied Biosystems Inc. William Craumer, 650-638-6382 (Investors) william.craumer@appliedbiosystems.com Peter Dworkin, 650-554-2479 (Media) peter.dworkin@appliedbiosystems.com
Tags: academic acquisition agricultural antitrust biotechnology business ceo clinical commercial computer connecticut dna economy food forensic government hardware internet law legal manufacturer manufacturing marketing medical merger nasdaq note nyse pharmaceuticals products property research sales science securities software standards technology
Companies: Applera Corporation-Applied Biosystems Group (ABI), Invitrogen Corp. (IVGN)
Invitrogen and Applied Biosystems Announce Divisional Structure and Executive Leadership Team -
CARLSBAD, Calif. & FOSTER CITY, Calif., Sep 17, 2008 (BUSINESS WIRE) --
Invitrogen Corporation (NASDAQ: IVGN) and Applied Biosystems Inc. (NYSE: ABI) today announced the divisional structure and the executive leadership team for the combination of the two companies. The new structure will become effective upon close of the proposed merger, which is conditional upon shareholder and European Commission approvals.
The new company's four business divisions, focused on core competencies, are:
-- Molecular Biology Systems, which will combine Applied Biosystems' Molecular and Cell Biology Functional Analysis division and Invitrogen's Molecular Biology business. The division will house the business units of PCR Systems, Genomic Assays and Molecular Biology Reagents, and will combine Invitrogen's broad reagent technologies with Applied Biosystems' expertise in molecular analysis workflows to create the leading portfolio for applications in gene expression, genotyping, gene regulation and proteomics. The division will be led by Peter Dansky, the current leader of Applied Biosystems' Molecular and Cell Biology Functional Analysis division.
-- Genetic Systems, which will be composed of Applied Biosystems' capillary electrophoresis (CE) and SOLiD(TM) System sequencing platforms and its Applied Markets business, as well as Invitrogen's Clinical Applications business and its third generation sequencing development program. The division will be led by Kip Miller, the current leader of Invitrogen's Biodiscovery division.
-- Cell Systems, which will provide solutions across the cell biology workflow. The division will consist of Invitrogen's Cellular Analysis, Bead-Based Separations, Cell Culture Essentials, Bioproduction, and Primary and Stem Cell Systems business units, as well as Applied Biosystems' Poros and Tropix business lines. The division will be led by Nicolas Barthelemy, the current leader of Invitrogen's Cell Systems division.
-- Mass Spectrometry Systems, which will maintain Applied Biosystems' leading position in innovative mass spectrometry-based solutions in research and applied markets. The division will be led by Laura Lauman, currently the leader of Applied Biosystems' Proteomics and Small Molecule division.
As previously announced, Greg Lucier, currently Chairman and Chief Executive Officer of Invitrogen, will become Chairman and Chief Executive Officer of the combined company, and Mark Stevenson, currently Applied Biosystems' President and Chief Operating Officer, will assume that same position with the new company.
"The broad capabilities of the new company will enable revolutionary scientific innovation across the spectrum of genomics, next generation sequencing, cell biology and regenerative medicine," Lucier said. "Our integration teams have already made great progress toward that vision, and I'm confident that when we combine, we will not only offer an unrivaled portfolio of products and services, but will be able to fully deliver on the synergy commitments we have made to all our stakeholders."
Stevenson added, "Our employees' intellectual curiosity and passion for innovation will continue to advance the fields of science and medicine in the years to come, as our two separate companies have for more than a quarter of a century."
The companies also announced the composition of the remainder of the executive leadership team, which will include:
-- David Hoffmeister, currently Invitrogen's Chief Financial Officer, who will be the new company's CFO;
-- Bernd Brust, head of Invitrogen's Global Sales and Marketing group, who will lead the Global Commercial Operations function;
-- Peter Leddy, Invitrogen's head of Human Resources, who will lead the Global Human Resources function;
-- Mark O'Donnell, currently head of Applied Biosystems' Global Services and Supply Chain, who will lead Global Operations and Services;
-- John Cottingham, Invitrogen's General Counsel, who will also assume the role of Chief Legal Officer in the new company;
-- Paul Grossman, Invitrogen's lead for Strategy and Corporate Development, who will assume the same role in the new company;
-- Joe Beery, who recently joined Invitrogen as head of Information Technology, and will assume the same role; and
-- Brian Pollok, Invitrogen's Chief Scientific Officer, who will be the head of Global Research and Development.
In addition, Mark Smedley, who has been leading the integration efforts, will continue as full-time integration leader and head of the Integration Management Office.
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. Invitrogen's own research and development efforts are focused on breakthrough innovation in all major areas of biological discovery including functional genomics, proteomics, stem cells, cell therapy and cell biology -- placing Invitrogen's products in nearly every major laboratory in the world. Founded in 1987, Invitrogen is headquartered in Carlsbad, CA, and conducts business in more than 70 countries around the world. The company employs approximately 4,700 scientists and other professionals and had revenues of approximately $1.3 billion in 2007. For more information, visit www.Invitrogen.com.
About Applied Biosystems Inc.
Applied Biosystems Inc. (formerly known as Applera Corporation) is a global leader in the development and marketing of instrument-based systems, consumables, software, and services for academic research, the life science industry and commercial markets. Driven by its employees' belief in the power of science to improve the human condition, the company commercializes innovative technology solutions for DNA, RNA, protein and small molecule analysis. Customers across the disciplines of academic and clinical research, pharmaceutical research and manufacturing, forensic DNA analysis, and agricultural biotechnology use the company's tools and services to accelerate scientific discovery, improve processes related to drug discovery and development, detect potentially pathogenic microorganisms, and identify individuals based on DNA sources. Applied Biosystems has a comprehensive service and field applications support team for a global installed base of high-performance genetic and protein analysis solutions. Applied Biosystems is headquartered in Norwalk, CT. Information about Applied Biosystems, including reports and other information filed by the company with the Securities and Exchange Commission, is available at http://www.appliedbiosystems.com. All information in this news release is as of the date of the release, and Applied Biosystems does not undertake any duty to update this information unless required by law.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transaction, Invitrogen and Applied Biosystems have filed a joint proxy statement/prospectus as part of a registration statement on Form S-4 regarding the proposed transaction with the Securities and Exchange Commission, or SEC.The final joint proxy statement/prospectus has been mailed to shareholders of both companies. Investors and security holders are urged to read it in its entirety because it will contain important information about Invitrogen and Applied Biosystems and the proposed transaction. Investors and security holders may obtain a free copy of the definitive joint proxy statement/prospectus and other documents at the SEC's website at www.sec.gov. The definitive joint proxy statement/prospectus and other relevant documents may also be obtained free of charge from Invitrogen by directing such requests to: Invitrogen Corporation, Attention: Investor Relations, 5791 Van Allen Way, Carlsbad, CA 92008, and from Applied Biosystems Inc. at: Applied Biosystems Inc., Attention: Investor Relations 850 Lincoln Center Drive, Foster City, CA 94404.
PARTICIPANTS IN THE SOLICITATION
Invitrogen and Applied Biosystems and their respective directors, executive officers and certain other members of their management and employees may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information concerning all of the participants in the solicitation is included in the joint proxy statement/prospectus relating to the proposed merger. This document is available free of charge at the Securities and Exchange Commission's Web site at http://www.sec.gov and from: Invitrogen Investor Relations, telephone: 760-603-7200 or on Invitrogen's website at http://www.invitrogen.com; or from Applied Biosystems Investor Relations, telephone: (650) 554-2449 or on the Applied Biosystems' web site at http://www.appliedbiosystems.com.
Safe Harbor Statement
Certain statements contained in this press release are considered "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, and it is Invitrogen's and Applied Biosystems' intent that such statements be protected by the safe harbor created thereby. Forward looking statements include but are not limited to 1- The broad capabilities of the new company will enable revolutionary scientific innovation across the spectrum of genomics, next generation sequencing, cell biology and regenerative medicine and 2- when Invitrogen and Applied Biosystems combine, they will not only offer an unrivaled portfolio of products and services, but will be able to fully deliver on the synergy commitments they have made to all our stakeholders. Potential risks and uncertainties include, but are not limited to a) the new company may not be able to satisfy its synergy commitments, b) the new divisional structure and leadership may or may not advance the fields of science and medicine or result in greater growth for the new company, c) the new company's leadership teammay or may notcome into place as anticipated and may not remain intact indefinitely following the closing of the merger; and other risks and uncertainties detailed from time to time in Invitrogen's and Applied Biosystems' Securities and Exchange Commission filings.
SOURCE: Invitrogen Corporation
Invitrogen contacts: Investors: Amanda Clardy, 760-603-7200 ir@invitrogen.com Media: Farnaz Khadem, 760-603-7245 Farnaz.khadem@invitrogen.com or Applied Biosystems contacts: Investors: William Craumer, 650-638-6382 william.craumer@appliedbiosystems.com Media: Renaldo Juanso, 650-638-5354 renaldo.juanso@appliedbiosystems.com
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Companies: Applera Corporation-Applied Biosystems Group (ABI), Invitrogen Corp. (IVGN)
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