Invitrogen Corporation and Applied Biosystems Inc. 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.
Invitrogen Corporation 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.
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.