SAN DIEGO, California, June 14, 1999 – Invitrogen Corporation (NASDAQ: IVGN) today announced the signing of a definitive agreement to acquire NOVEX, a privately held company headquartered in San Diego. NOVEX is a leading supplier of pre-cast electrophoresis gels and related instruments to molecular biology customers in the United States and Europe.
Invitrogen will issue approximately 2.5 million shares of its common stock for all of the capital stock of NOVEX and assume approximately 500,000 outstanding options of NOVEX in a transaction valued at over $50 million. The transaction will be accounted for as a pooling of interests and qualify as a tax-free exchange.
Consummation of the transaction is subject to usual and customary closing conditions and approvals, including the approval of both companies' shareholders, and is expected to close in September 1999. Following the close, David McCarty, President and CEO of NOVEX, will be appointed to the Board of Directors of Invitrogen to replace Joe Fernandez who has resigned.
Invitrogen's revenues were $31.4 million and net income was $3.0 million for the year ended December 31, 1998. NOVEX reported revenues for their fiscal year ended March 31, 1999 of $23.1 million, representing a compound annual growth rate of 28% from fiscal 1995 to 1999. NOVEX reported net income of $1.1 million for the fiscal year ended March 31, 1999.
Invitrogen focuses on products for gene cloning and protein expression, with a majority of its revenues in the university and government research markets. NOVEX's revenues are concentrated in the commercial research market and focus on the next step in the gene discovery and analysis cycle, which is protein characterization.
"The acquisition of NOVEX is part of our business strategy to expand our leadership in providing products that accelerate gene discovery and analysis. This merger creates long-term potential for growth and improved profitability," said Lyle C. Turner, Chairman and Chief Executive Officer of Invitrogen. "The combination of our companies will broaden our technology platform, increase the flow of new products, and significantly increase our marketing and sales capabilities."
"The merger of our companies is an exciting opportunity," added David McCarty. "Both companies have significant brand recognition and histories of growth and profitability. NOVEX has a 54% share of the global pre-cast electrophoresis gel market and a 70% share of the U.S. commercial market for pre-cast gels. Invitrogen is a global leader in technologies for gene cloning and protein expression. The combination will allow the company to expand its leadership in these core markets and address new markets utilizing our collective expertise."
Invitrogen develops, manufactures and markets research tools in kit form and provides research services to corporate, academic and government entities. These research kits simplify and improve gene cloning, gene expression and gene analysis techniques as well as other molecular biology activities. Through Invitrogenomics‘, 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 operates a European Center with manufacturing, sales and distribution in Groningen, Netherlands. The company has 212 worldwide employees.
Founded in 1987, NOVEX is also located in San Diego, California and has 200 employees worldwide with subsidiary offices in Frankfurt and Heidelberg, Germany. NOVEX offers products in four major categories: protein electrophoresis, nucleic acid electrophoresis, detection and analysis products, and Serva‘ brand fine chemicals.
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 trends in growth, profitability,
market position and new products, and are thus prospective. 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, shareholder approval 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
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