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Invitrogen, ABI Delay Shareholder Vote on Merger

NEW YORK (GenomeWeb News) – Invitrogen and Applied Biosystems have delayed their respective special meetings of stockholders to vote on their proposed $6.7 billion merger in order to give shareholders more time to consider an amendment to the deal.
The firms said today that they have amended the agreement to eliminate a condition to closing requiring that each company receive certain opinions of their respective counsel regarding tax treatment of the transaction.
The special stockholder meetings, which were initially scheduled to convene tomorrow, have been rescheduled for Oct. 28. However, ABI will convene its meeting tomorrow for the sole purpose of adjourning the meeting.
“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,” the firms said in a joint statement.
Tax regulations related to mergers limit the percentage of the consideration that can be paid in cash if a transaction is to qualify as a tax-free reorganization.
Under terms of the deal, ABI shareholders are to receive $38 for each share they own in the form of Invitrogen stock and cash — if the 20 day volume-weighted average price of Invitrogen common stock is in the range of $43.69 to $46.00 three business days prior to the close of the transaction. The firms expect cash to account for an estimated 45 percent of the split. However, ABI shareholders have the option to request all cash or all stock, subject to possible proration.
Invitrogen’s shares closed at $38.73 on June 12, the day that the acquisition was announced. Its shares were down 2.2 percent at $29.74 in Wednesday morning trade on the Nasdaq.
The firms still expect the transaction to close next month.

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