0000950135-01-502957.txt : 20011009 0000950135-01-502957.hdr.sgml : 20011009 ACCESSION NUMBER: 0000950135-01-502957 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010927 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PACKARD BIOSCIENCE CO CENTRAL INDEX KEY: 0001035975 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 060676652 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 000-30385 FILM NUMBER: 1746678 BUSINESS ADDRESS: STREET 1: 800 RESEARCH PKWY CITY: MERIDEN STATE: CT ZIP: 06450 BUSINESS PHONE: 2032382055 MAIL ADDRESS: STREET 1: 800 RESEARCH PARKWAY CITY: NERIDAN STATE: CT ZIP: 06450 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PERKINELMER INC CENTRAL INDEX KEY: 0000031791 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 042052042 STATE OF INCORPORATION: MA FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 45 WILLIAM ST CITY: WELLESLEY STATE: MA ZIP: 02481 BUSINESS PHONE: 7812375100 MAIL ADDRESS: STREET 1: 45 WILLIAM ST CITY: WELLESLEY STATE: MA ZIP: 02481 FORMER COMPANY: FORMER CONFORMED NAME: EDGERTON GERMESHAUSEN & GRIER INC DATE OF NAME CHANGE: 19670626 FORMER COMPANY: FORMER CONFORMED NAME: EG&G INC DATE OF NAME CHANGE: 19920703 425 1 b40680pee425.txt PERKINELMER INC. 1 Filed by PerkinElmer, Inc. pursuant to Rule 425 under the Securities Act of 1933. Subject Company: Packard BioScience Company Commission File No.: 000-30385 FOR IMMEDIATE RELEASE 27 September 2001 PERKINELMER ACQUISITION OF PACKARD BIOSCIENCE COMPANY APPROVED BY SHAREHOLDERS BOSTON AND MERIDEN, CONN. - PerkinElmer, Inc. (NYSE: PKI) and Packard BioScience Company (NASDAQ: PBSC) jointly announced today that their respective shareholders have voted overwhelmingly in favor of PerkinElmer's acquisition of Packard BioScience. At a special meeting held September 26, 2001, PerkinElmer's shareholders voted in favor of the issuance of shares of PerkinElmer common stock to Packard BioScience shareholders in accordance with the merger agreement. At a special meeting held on September 27, 2001, Packard BioScience's shareholders voted in favor of the adoption of the merger agreement and the approval of the merger. The merger remains subject to customary closing conditions and regulatory approvals, including approval by the Federal Trade Commission. PerkinElmer and Packard BioScience expect the transaction to close during the fourth quarter of 2001. PerkinElmer has filed a Registration Statement on Form S-4 with the SEC relating to PerkinElmer's proposed acquisition of Packard BioScience. The Registration Statement and the Joint Proxy Statement/Prospectus included in the Registration Statement contain important information about PerkinElmer, Packard BioScience, the transaction and related matters. Investors and security holders are urged to read the Registration Statement and the Joint Proxy Statement/Prospectus carefully. Investors and security holders may obtain free copies of the Registration Statement and the Joint Proxy Statement/Prospectus and other documents filed with the SEC by PerkinElmer and Packard BioScience through the Web site maintained by the SEC at WWW.SEC.GOV. -more- 2 PERKINELMER ACQUISITION OF PACKARD BIOSCIENCE COMPANY APPROVED BY SHAREHOLDERS PAGE 2 OF 3 In addition, investors and security holders may obtain free copies of the Registration Statement and the Joint Proxy Statement/Prospectus from PerkinElmer by contacting Diane Basile at (781) 431-4306 or from Packard BioScience by contacting Wayne Richardson at (203) 639-2266. SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS Statements in this press release regarding the proposed transaction between PerkinElmer and Packard BioScience, the expected timetable for completing the transaction, and any other statements about PerkinElmer or Packard BioScience management's future expectations, beliefs, goals, plans or prospects constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words "believes," "plans," "anticipates," "expects," "estimates" and similar expressions) should also be considered to be forward-looking statements. There are a number of important factors that could cause PerkinElmer's actual results or events to differ materially from those indicated by such forward-looking statements, including: the ability to consummate the transaction; the ability of PerkinElmer to successfully integrate Packard BioScience's operations and employees; the ability of PerkinElmer to realize anticipated synergies and cost savings from the transaction; a downturn in PerkinElmer's customers' markets or in general economic conditions; PerkinElmer's failure to introduce new products in a timely manner; economic, political and other risks associated with PerkinElmer's international sales and operations; difficulties integrating technologies, displacement by introduction of new technology; operations and personnel of recent acquisitions; competition from third parties, including pricing pressure; governmental regulation; and PerkinElmer's level of debt and the possible incurrence of additional debt in the future and other important factors that may affect actual results which are discussed in detail under the caption "Risk Factors" in the Registration Statement. There are many factors that could cause Packard BioScience's actual results to differ materially from those indicated by such forward-looking statements: Packard BioScience's ability to compete with all of its competitors, Packard BioScience's ability to successfully introduce new products and platforms or to expand the application range for its current products, Packard BioScience's ability to protect its intellectual property, the possibility that Packard BioScience's products may infringe on the intellectual property rights of others, changes in the markets it serves, economic issues such as interest rate and foreign exchange fluctuations and Packard BioScience's ability to attract and retain qualified personnel and other important factors that 3 Filed by PerkinElmer, Inc. pursuant to Rule 425 under the Securities Act of 1933. Subject Company: Packard BioScience Company Commission File No.: 000-30385 -more- PERKINELMER ACQUISITION OF PACKARD BIOSCIENCE COMPANY APPROVED BY SHAREHOLDERS PAGE 3 OF 3 may affect actual results, which are discussed in detail under the caption "Risk Factors" in the Registration Statement. PerkinElmer and Packard BioScience disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this press release. Packard BioScience is a global developer, manufacturer and marketer of instruments and related consumables and services, and services for use in drug discovery and other life sciences research, such as basic human disease research and biotechnology. Packard BioScience is primarily focused on the rapidly growing areas of drug screening, functional genomics and proteomics. PerkinElmer, Inc. reported annual revenues of $1.7 billion in 2000. The high technology company, based in Boston, Massachusetts, operates in four businesses - Life Sciences, Optoelectronics, Instruments, and Fluid Sciences. The Company has operations in over 125 countries, and is a component of the S&P 500 Index. Additional information is available at www.perkinelmer.com or at 1-877-PKI-NYSE. # # # FOR MORE INFORMATION: Investor contacts: Media contacts: Diane J. Basile Kevin J. Lorenc PerkinElmer, Inc. PerkinElmer, Inc. (781) 431-4306 (781) 431-4111 Wayne Richardson Trish Caldwell Packard BioScience Company Packard BioScience Company (203) 639-2266 (203) 639-2439