A Diagnostics & Imaging Week

Invitrogen (Carlsbad, California) and Applied Biosystems (AB; Foster City, California) reported that they have amended their pending $6.7 billion merger agreement to eliminate a condition to closing requiring that the parties receive certain opinions of their respective counsel as to the tax treatment of the transaction.

Under the prior terms of the merger agreement, completion of the merger was conditioned on the receipt of an opinion from each party's counsel to the effect that the merger will be treated as a tax-free reorganization under Section 368(a) of the Internal Revenue Code.

Given the unprecedented market conditions of the past few weeks, and the current trading price of Invitrogen's common stock, the parties determined that they might not be able to obtain the necessary opinions because of the relative value of the cash consideration to be received by AB stockholders as compared to the value of the stock consideration they will receive.

Applicable tax regulations generally limit the percentage of the consideration that can be paid in cash if the transaction is to qualify as a tax-free reorganization.

In order to allow shareholders of Invitrogen and AB more time to consider the merger agreement amendment, the parties have agreed to delay their previously scheduled special stockholder meetings in connection with the merger. The special stockholder meetings for both companies now will be held on Oct. 28.

Applied Biosystems will convene its scheduled special meeting today for the sole purpose of adjourning the meeting, and Invitrogen's special meeting scheduled for today will be postponed.

Although voting on the merger is still in process, stockholders have thus far overwhelmingly voted in favor of the merger.

Both companies said they have received opinions from their respective counsel that, regardless of whether the merger qualifies as a tax-free reorganization, the merger will not be taxable to either company.

Solis Women's Health (Austin, Texas) said it has acquired Women's Imaging & Wellness (Dublin, Ohio). The center, led by Patricia Stafford, MD, is one of the only centers offering dedicated breast radiology in the Greater Columbus, Ohio, area.

Solis CEO Brad Hummel said, "The acquisition of Women's Imaging & Wellness further strengthens our footprint in the Greater Midwest. The deployment of Solis Mammography Centers, our community-based screening facilities, and the implementation of our digital infrastructure, will begin prior to year end and we believe will substantially improve the access to state of the art imaging for women in the Columbus area."

A specialized healthcare provider focused exclusively on the screening and diagnosis of breast cancer Solis operates nine North Central Texas facilities; 11 in the Phoenix and Tucson areas of Arizona, one each in Greensboro, North Carolina, and Indianapolis; and has several sites under development in other U.S. markets.

The company provides a range of breast health services including screening mammography, diagnostic mammography, computer-aided detection, breast ultrasound, bone densitometry and stereotactic and ultrasound-guided biopsy, breast-specific gamma imaging and breast MRI.

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