-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DicJ4aXZzZnX/t6J3ylo5Qjrjgy+4IFw9sUF+fe9WCQ3Qgffg0jL2VkRsWlDoZFO szjwLt+bQNmsLmeVICpnyw== /in/edgar/work/20000621/0000950172-00-001126/0000950172-00-001126.txt : 20000920 0000950172-00-001126.hdr.sgml : 20000920 ACCESSION NUMBER: 0000950172-00-001126 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000621 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DEXTER CORP CENTRAL INDEX KEY: 0000028582 STANDARD INDUSTRIAL CLASSIFICATION: [2851 ] IRS NUMBER: 060321410 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: SEC FILE NUMBER: 001-05542 FILM NUMBER: 658304 BUSINESS ADDRESS: STREET 1: ONE ELM ST CITY: WINDSOR LOCKS STATE: CT ZIP: 06096 BUSINESS PHONE: 8602927675 MAIL ADDRESS: STREET 1: ONE ELM ST CITY: WINDSOR LOCKS STATE: CT ZIP: 06096 DEFA14A 1 0001.txt SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant |X| Filed by a Party other than the Registrant |_| Check the appropriate box: |_| Preliminary Proxy Statement |_| Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |_| Definitive Proxy Statement |X| Definitive Additional Materials |_| Soliciting Material Pursuant to Rule 14a-12 DEXTER CORPORATION - ----------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) N/A - ----------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): |X| No fee required. |_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (a) Title of each class of securities to which transaction applies: -------------------------------------------------------------------------- (b) Aggregate number of securities to which transaction applies: - ------------------------------------------------------------------------------ (c) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: - ------------------------------------------------------------------------------ (d) Proposed maximum aggregate value of transaction: -------------------------------------------------------------------------- (e) Total Fee paid: -------------------------------------------------------------------------- |_| Fee paid previously with preliminary materials. |_| Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid:____________________________________ (2) Form, Schedule or Registration Statement No.:___________________ (3) Filing Party: ______________________________________________ (4) Date Filed: _______________________________________________ As filed with the Commission on June 21, 2000 Dexter Corporation One Elm Street Windsor Locks, CT 06096-2334 Tel: 860.292.7675 Fax: 860.292.7673 Contact: Kathleen Burdett John Thompson Dexter Corporation 860.292.7675 or Lawrence A. Rand Michael Freitag Kekst and Company 212.521.4800 FOR IMMEDIATE RELEASE DEXTER SELLING ASSETS FOR $675 MILLION IN CASH CONTINUES TO PURSUE PROGRAM TO REALIZE FULL VALUE FOR LIFE TECHNOLOGIES WINDSOR LOCKS, CONNECTICUT, June 20, 2000 - Dexter Corporation (NYSE:DEX) today announced it has signed two definitive asset sale agreements for a total of $675 million in cash - one covering its Electronic Materials, Adhesives and Polymer Systems businesses and the other covering its Nonwoven Materials business. In addition, the Company said it is in active discussions regarding a potential sale of its Coatings business, which would then complete the sale of all the wholly owned businesses. K. Grahame Walker, Chairman and Chief Executive Officer of Dexter, said: "We are very pleased to be delivering on our commitment to maximize the value of Dexter's wholly owned businesses for the benefit of all the Company's shareholders. We are now moving forward aggressively to achieve maximum value for the Company's Life Technologies stake." Dexter stated that net after-tax proceeds from the two sales are expected to be approximately $530 million. The Company also owns 18.8 million shares of Life Technologies, Inc. (OTC BB:LTEK) which equates to 0.811 shares of Life Technologies stock per outstanding Dexter share. Life Technologies stock has recently traded in the range of $48 to $50 per share. Dexter currently intends to use approximately $260 million to repay debt. Dexter also said it expects to distribute the net proceeds from all asset dispositions either in connection with a Life Technologies transaction or directly to its stockholders as promptly as possible. Details of the proposed transactions are as follows: o Loctite Corporation (a member of the Henkel Group) has agreed to buy Dexter's Electronic Materials, Adhesives and Polymer Systems businesses for $400 million in cash. The agreement has been approved by Dexter's Board of Directors and the Management Board of Loctite's parent, Henkel KGaA of Germany. The agreement is subject to the approval of Henkel's shareholder committee (Gesellschafterausschuss) at its regularly scheduled meeting on June 29, 2000. Closing is expected in July 2000, subject to customary regulatory approvals including the Hart-Scott-Rodino Act and other customary conditions. The transaction is not subject to approval of Dexter's shareholders. Dexter's Electronic Materials, Adhesives and Polymer Systems businesses had net sales of $236 million in 1999. Dexter's Coatings business, which is the only part of Dexter's Specialty Polymers segment not being sold to Loctite, had net sales of $47 million in 1999. o Ahlstrom Paper Group Oy has agreed to buy Dexter's Nonwoven Materials business for $275 million in cash. The agreement has been approved by the boards of directors of both companies. Although Dexter does not believe shareholder approval is required, at the request of the buyer and for the avoidance of doubt and uncertainty concerning threatened claims by International Specialty Products Inc. (NYSE:ISP), the transaction will be subject to the approval of Dexter's shareholders, which Dexter expects to obtain in the third quarter of 2000. Closing is also subject to the Hart-Scott-Rodino Act and other customary conditions. Dexter's Nonwoven Materials business had net sales of $285 million in 1999. Dexter also said that it is postponing its annual meeting of shareholders for two weeks, from June 30 to July 14, 2000 to allow adequate time for the dissemination of information and evaluation of the proposed transactions by the Company's shareholders before they are asked to vote for directors. In 1999, Henkel generated sales of USD 11.0 billion and employed more than 56,000 people in over 70 countries. Henkel is a world leader in adhesives, surface technologies and oleochemicals. It is also one of the biggest producers of detergents and household cleaners worldwide, and occupies a leading position in cosmetics and toiletries in Europe. Ahlstrom Paper Group is a world leader in high value specialty materials made from natural and man-made fibers for labeling, packaging, medical, filtration, building, decorating and many other industrial applications. With approximately 5,000 people in nearly 40 production sites throughout Europe, the Americas and Asia, Group net sales were USD 1.14 billion in 1999. Dexter Corporation is a global specialty materials supplier with three operating segments: life sciences, nonwovens, and specialty polymers. The company supplies specialty materials to the aerospace, electronics, food packaging, and medical markets. Note - We are required to include with all communications regarding our program to maximize value for our stockholders the following cautionary statement - "No assurance can be given that shareholder value will be maximized." Any statements in this press release that are not historical facts are "forward-looking statements" as that term is defined under the Federal Securities Laws. Forward-looking statements are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from those stated in such statements. These and other risks are detailed in the Company's filings with the Securities and Exchange Commission. Special Materials for Special Effects # # # # -----END PRIVACY-ENHANCED MESSAGE-----