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ABI Shareholders Overwhelmingly Elect to Receive Cash in Merger

NEW YORK (GenomeWeb News) – Shareholders of Applied Biosystems have opted overwhelmingly to receive all cash for their shares in the $6.7 billion merger with Invitrogen, which is expected to close tomorrow.
According to the preliminary results of the elections made by ABI shareholders, holders of around 84 percent of the outstanding shares elected to receive all cash, while 2 percent elected to receive Invitrogen stock and 7 percent elected to receive a mixed consideration of cash and stock. Another 7 percent did not make a valid election and therefore will receive mixed consideration.
Terms of the merger agreement call for ABI shareholders to receive $38 for each share of ABI stock they own in the form of Invitrogen common stock and cash. The expected split between cash and stock was 45 percent and 55 percent, respectively, the firms said at the time of the announcement.
However, the $38 per share offer was contingent on the 20-day volume-weighted average price of Invitrogen common stock being in the range of between $43.69 and $46.00 three business days prior to the close of the transaction. Invitrogen’s shares have been trading well below that range recently and closed at $22.85 yesterday.
The firms pointed out in a statement today that elections to receive all cash or all stock are subject to proration if the available cash consideration or the available Invitrogen common stock consideration is oversubscribed. As a result, those electing to receive all cash will actually receive a combination of Invitrogen stock and cash.

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