A Medical Device Daily

Invitrogen (Carlsbad, California) reported that its shareholders have voted to approve the company's proposed $6.7 billion merger with Applied Biosystems (AB; Foster City, California) at a special meeting of shareholders. The merger was first disclosed back in June (Medical Device Daily, June 13, 2008).

"We are pleased with the outcome of today's vote and with the fact that our shareholders so overwhelmingly supported this transaction," said Gregory Lucier, chairman/CEO of Invitrogen. "The combination with Applied Biosystems presents enormous opportunity for our shareholders, employees, and customers."

The preliminary tabulation indicates that more than 98% of the shares voted were cast in favor of the transaction. The number of shares voted in favor of the transaction represented about 80% of the total shares outstanding and entitled to vote at the meeting.

AB reported that its stockholders also voted to approve the company's proposed merger with Invitrogen. It said that more than 98% of the shares voted were cast in favor of the transaction at the special meeting. The number of shares voted in favor of the transaction represented more than 80% of the total shares outstanding and entitled to vote at the meeting.

The company also provided an update on its merger with AB. As stated on the company's Oct. 21 earnings call, the integration remains on track, with detailed integration plans in place by function. In addition, Invitrogen remains committed to $80 million cost synergies for year one, $20 million higher than previously communicated.

With regard to financing, the company reiterated that current issues in the capital markets are not anticipated to have any impact on the financing for the transactions. As previously disclosed, the financing syndication for the credit facilities has been completed.

There are about 30 lenders in Term Loan A, which is $1.4 billion and has an interest rate of LIBOR plus 250 basis points and a term of five years.

More than 250 lenders have committed to Term Loan B, which is in the amount of $1 billion and has an interest rate of LIBOR plus 300 basis points with a term of seven years.

The company reiterated its expectation for 2009 non-GAAP earnings per share of at least $2.65 at today's currency exchange and LIBOR rates.

Hart-Scott-Rodino clearance was obtained from the FTC on July 29. The company still is awaiting clearance from the European Commission (ECMR). Invitrogen said that formal notification was filed with the ECMR on Oct. 7 and the parties continue to work to obtain ECMR clearance. The transaction is expected to close shortly after final approval from the European Commission.

Invitrogen provides life science technologies for disease research, drug discovery, and commercial bioproduction.

AB develops instrument-based systems, consumables, software and services for academic research, the life sciences industry and commercial markets.

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