Invitrogen, Applied Biosystems amend merger agreement, move meetings to Oct. 28

By Lisa Kerner

Charlotte, N.C., Oct. 15 - Invitrogen Corp. and Applied Biosystems Inc. said they amended their previously announced merger agreement, eliminating a tax opinion condition.

As a result of the amendment, Invitrogen and Applied Biosystems pushed back their special stockholder meetings to Oct. 28 from Oct. 16.

Applied Biosystems shareholders will meet at 12:30 p.m. ET. Invitrogen shareholders will meet at 9 a.m. ET.

Both companies still expect the merger to close in November as planned.

The merger had been conditioned on receipt of an opinion from each company's counsel that the merger will be treated as a tax-free reorganization under Section 368(a) of the Internal Revenue Code, an Invitrogen news release said.

The companies may not have been able to obtain the opinions "given the unprecedented market conditions of the past few weeks" and the current trading price of Invitrogen's common stock, according to the release.

However, Invitrogen and Applied Biosystems have received opinions that, regardless of whether the merger qualifies as a tax-free reorganization, the merger will not be taxable to either company.

In June, Invitrogen agreed to acquire Applied Biosystems for $38 per share in a cash and stock transaction valued at $6.7 billion.

Invitrogen is a Carlsbad, Calif.-based provider of life science technologies for disease research, drug discovery and commercial bioproduction.

Applied Biosystems is a developer and marketer of instrument-based systems, consumables, software and services. The company is located in Norwalk, Conn.

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