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All ABI Shareholders to Receive Cash and Stock in Invitrogen Merger

NEW YORK (GenomeWeb News) - Life Technologies, the new entity formed by the merger of Applied Biosystems and Invitrogen, said this week that all ABI shareholders will receive a mix of cash and Life Technologies stock, including those shareholders who elected to receive all cash, because the available cash consideration for the merger was oversubscribed.  
 
In an SEC filing this week, Life said that the consideration for the merger, which closed last Friday, consisted of $3.23 billion in cash and 80,835,108 shares of its stock. Invitrogen’s shares closed at $22.23 that day.
 
The company said on Wednesday that around 80 percent of ABI shareholders elected to receive all cash, while 2 percent elected to receive Life stock and 7 percent elected to receive a mixed consideration of cash and stock. Another 11 percent did not make a valid election and therefore will receive mixed consideration.
 
Under the terms of the pro-rated merger consideration, those shareholders who elected to receive cash will receive $18.65 in cash and .4427 shares of Life stock for each share of ABI stock. Those who elected to receive stock will receive $1.91 in cash and .8261 shares of Life stock for every share of ABI stock owned. Shareholders who opted for the mixed consideration and those who did not make a valid election will receive $18.15 in cash and .4543 shares of Life stock for every share of ABI stock owned.
 
Life said that it will disburse these proceeds next week.
 
The original terms of the merger agreement called for ABI shareholders to receive $38 for each share of ABI stock they owned in the form of Invitrogen common stock and cash, but this 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.

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