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SAN DIEGO, Calif. & CAMBRIDGE, Mass.--(BUSINESS WIRE)--Feb. 4, 2003--Invitrogen Corporation (Nasdaq:IVGN) and Vertex Pharmaceuticals Incorporated (Nasdaq:VRTX) announced today that they have signed a definitive agreement whereby Invitrogen will acquire PanVera LLC's leading-edge biochemical and cellular assay capabilities and its commercial portfolio of proprietary reagents, probes and proteins for $95 million in cash, subject to normal purchase conditions and adjustments. Madison, Wisconsin-based PanVera LLC is a wholly-owned subsidiary of Vertex Pharmaceuticals Incorporated that markets many proprietary technologies of the former Aurora Biosciences Corporation, which was acquired by Vertex in 2001. PanVera provides services and products that accelerate the discovery of new medicines by the pharmaceutical and biopharmaceutical industries. The transaction has been approved by the boards of directors of both companies and is anticipated to close, subject to regulatory review, in the first or early second quarter of 2003.
"This acquisition brings many key technologies to Invitrogen, significantly broadening our product offerings for determination of protein function, labeling and detection of biological molecules, and custom and pre-packaged biochemical and cell-based assays. This transaction also includes a new R&D and manufacturing facility and a highly-skilled employee base in Madison, Wisconsin," said James Glynn, President and CEO of Invitrogen. "In addition to helping us better serve the evolving needs of our customers, we expect to provide more efficient service because our marketing strength and worldwide sales force are already focused on the same customer base addressed by PanVera's products. We expect the transaction will be accretive to our pro forma Earnings Per Share in 2003."
"Invitrogen is a leader in the life sciences market and is well-positioned to commercialize these key technologies to support scientists engaged in drug discovery efforts," said Joshua Boger, Ph.D., Chairman and CEO of Vertex. "This transaction represents another important step to support Vertex's core objectives: to discover, develop and commercialize pharmaceutical products directed at areas of high unmet medical need. The transaction captures significant cash value and further enhances Vertex's strong financial profile entering 2003."
"The assets we are acquiring will bring Invitrogen exclusive rights, through either ownership or exclusive license, to approximately 300 patents and pending patent applications worldwide, materially expanding Invitrogen's patent portfolio," said John Carrino, Ph.D., Invitrogen's Vice President of R&D. "These patents cover the beta-lactamase reporter system and additional fluorescence-based technologies essential for the elucidation of protein function, certain voltage sensor probes for the development of high-throughput ion channel assays, and kinase and nuclear receptor assay technologies for use in drug discovery and basic research efforts. Many of these technologies were formerly commercialized by Aurora Biosciences and were available only to a select group of customers. We believe the acquisition of these technologies by Invitrogen will enable the dissemination of these key technologies and products to a broader group of researchers worldwide."
Vertex Pharmaceuticals acquired the PanVera Corporation as part of the Company's acquisition of Aurora Biosciences in July 2001. PanVera LLC is a successor in interest to PanVera Corporation. Through the Aurora acquisition, Vertex was able to integrate a variety of proprietary assay and screening technologies and expertise into its discovery platform, and was also able to create a discovery site in San Diego dedicated to new broad-based drug discovery initiatives. In particular, drug discovery programs directed at two target classes, ion channels and GPCRs, have been initiated at this site. The San Diego site continues to contribute innovative technologies to Vertex's worldwide discovery initiatives as it leads the Company's membrane-protein discovery programs.
Invitrogen Conference Call and Replay Information
Invitrogen will hold a conference call and web cast today at 11:00 a.m. Eastern Time to discuss this transaction. Callers from the United States and international locations may participate in the call by dialing 201/689-8049. The webcast address is http://www.vcall.com/EventPage.asp?ID=83183. A replay of the conference call will be available for 30 days by calling 877/660-6853 in the United States or 201/612-7415 internationally. Please use confirmation number 57122, account number 1628.
Vertex Conference Call Information
Vertex will hold its Year End 2002 financial conference call and webcast on February 4, 2002 at 5:00 p.m. Eastern Time. The Company will discuss the transaction announced today during this upcoming webcast. To listen to the webcast, access the Investor Relations section of Vertex's website at www.vrtx.com.
About Invitrogen Corporation
Invitrogen provides essential technologies to biotechnology and biopharmaceutical researchers and companies worldwide. Invitrogen manufactures and markets a breadth of products for life sciences discovery, development and production. These include research tools in kit form and catalog and custom products and service for corporate, academic and government entities. Invitrogen also engages in technology licensing, research service, large-scale production, and life science technical expertise and support. With operations in more than 20 countries and distributor relationships in 50 more, Invitrogen employs approximately 2400 people at its worldwide locations. For more information about Invitrogen visit the web site at www.invitrogen.com.
About Vertex Pharmaceuticals Incorporated
Vertex Pharmaceuticals Incorporated is a global biotechnology company. Vertex seeks to discover, develop, and commercialize major pharmaceutical products independently and with partners. Chemogenomics, Vertex's proprietary, systematic, genomics-based platform, is designed to accelerate the discovery of new drugs and to expand intellectual property coverage of drug candidate compounds and classes of related compounds. This approach, which targets gene families, has formed the basis for several commercial collaborations under which Vertex retains rights to downstream revenue. Vertex's first approved product is Agenerase® (amprenavir), an HIV protease inhibitor, which Vertex co-promotes with GlaxoSmithKline. Vertex has more than 12 drug candidates in development to treat viral diseases, inflammation, cancer, autoimmune diseases, neurological disorders and genetic disorders.
Invitrogen Corporation's Safe Harbor Statement
Certain statements contained in this press release are considered "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, and it is Invitrogen's intent that such statements be protected by the safe harbor created thereby. 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 a) whether the acquisition will be accretive to Invitrogen's pro-forma 2003 earnings; b) the availability of other technologies or the discovery of new scientific approaches that may affect the direction of the market for molecular biology consumables; c) Invitrogen's ability to integrate PanVera's technologies and products into its existing operations following the closing; d) whether Invitrogen's existing operations will provide an ability to broaden its product offerings and enable the dissemination of certain technologies and products to a broader customer base following the closing; e) the possibility that conditions to the transaction set forth in the acquisition agreement will not be satisfied and that the transaction will not close on its original terms or at all; f) adverse reactions to the proposed transaction by customers, suppliers and strategic partners, as well as other risks and uncertainties detailed from time to time in Invitrogen's Securities and Exchange Commission filings.
Vertex Pharmaceuticals' Safe Harbor Statement
This press release may contain forward-looking statements, including statements regarding the expected closing date of the transaction and the terms of the transaction should it close as expected. While management makes its best efforts to be accurate in making forward-looking statements, such statements are subject to risks and uncertainties that could cause Vertex's actual results to vary materially. These risks and uncertainties include, among other things, the risk that this transaction may be terminated by either party or otherwise fail to close on the agreed terms.
CONTACT:
Invitrogen Corporation
Paul Goodson, Investor Relations, 760/603-7208
or
Vertex Pharmaceuticals Incorporated
Lynne H. Brum, Corporate Development and Communications,
617/444-6614
Michele S. Belansky, Corporate Brand Management,
617/444-6259
Michael Partridge, Corporate Communications, 617/444-6108
Katie Burns, Investor Relations, 617/444-6656
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