SAN DIEGO, California, December 8, 1999 — Invitrogen Corporation (NASDAQ: IVGN) today announced it has signed a letter of intent to acquire Research Genetics, Inc., a privately held company located in Huntsville, Alabama. Research Genetics is a leading supplier of products and services for functional genomics and gene-based drug discovery research.
Invitrogen has agreed to issue 3.2 million shares of its common stock for all of the capital stock of Research Genetics. The transaction, which is expected to close by the end of January 2000, is intended to be accounted for as a pooling of interests and qualify as a tax-free exchange. Consummation of the transaction is subject to the completion of definitive legal documentation that will contain usual and customary closing conditions, as well as approvals and completion of due diligence.
The proposed merger would combine Invitrogen's strengths in gene cloning, expression and analysis kits for functional genomics and proteomics with Research Genetics' strengths in genomics and services. Invitrogen believes the combination will create a well-integrated product and technology platform to accelerate genomics.
"This product and technology platform extends our product lines into gene discovery," said Lyle C. Turner, Chairman and Chief Executive Officer of Invitrogen. "It also expands our Invitrogenomics program, allowing us to provide high-volume services accelerating target identification and validation for biotechnology and pharmaceutical companies. We will now be able to serve customers from the earliest phases of gene identification and target validation and continuing through the various stages of cloning, protein expression and analysis.
"The synergies of the combination will include cross-selling the products and services of both companies to existing customers, extending our product lines into new areas of genomics, developing new products, and acquiring access to additional intellectual property," Turner said. "Research Genetics is very well regarded in the genomics field and we will be able to benefit from their strong relationships and collaborations with some of the world's most renowned scientists and research organizations."
"Research Genetics has been able to achieve sales growth of more than 30% a year without a sales force," added Jim Hudson, President and Founder of Research Genetics. "Our success to date has been based on diversified, value-added product offerings, a well-funded research and development effort, an excellent reputation within the scientific community and exceptional service to customers. Joining with Invitrogen will significantly increase our marketing and sales capabilities. We believe sales outside the United States, where we have a minimal presence today, represent a particularly strong opportunity."
Research Genetics' product lines include DNA microarrays and custom software for microarray data analysis, PCR primers that amplify all or a specific portion of selected genes, genetic markers that are used to locate disease genes, large-scale genomic and cDNA libraries, and custom-made DNA. The company currently offers microarrays of 30,000 different human genes, the world's largest collection of commercially available, sequence-validated clones.
Research Genetics recorded revenues for its fiscal year ended June 30, 1999 of $23.0 million and net income of $1.6 million. Research Genetics has been profitable since it was founded in 1987. Research Genetics employs 220 at its facilities in Huntsville.
Invitrogen develops, manufactures and markets research tools in kit form and provides other research products and services to corporate, academic and government entities. Through its Invitrogenomics program, the company also provides gene cloning and expression services on a contract basis using its high-throughput gene cloning and expression technology. Founded in 1987, Invitrogen is headquartered in San Diego, California and has European operations in The Netherlands and Germany. Invitrogen's revenues were $53.7 million and net income was $3.1 million for the fiscal year ended December 31, 1998. The company has approximately 400 employees.
Certain statements contained in this press release are considered "forward-looking
statements" within the meaning of the Private Securities Litigation Reform
Act of 1995, such as statements relating to the completion of the transaction,
operation of the companies following the completion of the transaction, new
customers, potential synergies, new revenues and sales growth, profitability,
market position and new products. Such forward-looking statements are subject
to a number of risks, uncertainties and other factors that could cause actual
results to differ materially from future results expressed or implied by such
forward-looking statements. Potential risks and uncertainties include, but are
not limited to, completion of definitive legal documentation and due diligence,
required approvals of the merger, successful combination of the operations of
the two companies, retention of key personnel, the ability to manage growth,
successful development and commercialization of new products and services, continued
identification, development and licensing of new technology, competition and
other risks and uncertainties detailed from time to time in Invitrogen Corporation's
Securities and Exchange Commission filings.
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