1
Filed by Molecular Devices Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rules 14a-12 of the
Securities Exchange Act of 1934
Subject Company: Molecular Devices Corporation
Corporation Commission File No.: 0-27316
Subject Company: LJL BioSystems, Inc.
Corporation Commission File No.: 0-23647
[MDC Logo] [LJL Logo]
Dear Valued Customer:
We are both excited to share with you the news that Molecular Devices
Corporation and LJL BioSystems, Inc. have agreed to merge our two companies.
Although this transaction has not yet closed, we want to share why we believe
the merger makes good sense to you and the benefits you can expect as a customer
once the merger is complete. At the same time, we would also like to address
several questions that you may have.
SHORT TERM: BUSINESS AS USUAL
Like all proposed mergers of this size, ours is subject to customary closing
conditions, including regulatory and shareholder approvals. Until the
transaction is closed, both companies will continue to operate independently.
For customer service and support, please continue to contact the same Molecular
Devices or LJL company representatives that you have worked with prior to the
merger announcement.
COMBINED COMPANY: SHARED PURPOSE, EXPANDED PRODUCT OFFERINGS, CRITICAL MASS
After the merger is closed, the combined company will retain the name of
Molecular Devices Corporation. The combined company will bring together a more
comprehensive array of solutions to address the expanding needs of drug
discovery from SNP genotyping and assay development through high throughput
screening and pre-clinical testing. For a number of reasons, we feel very good
about the fit of the two companies and believe it will be very positive for you
as a customer. The combined company will have:
o A common "purpose": We're committed to providing innovative solutions to
accelerate and improve the drug discovery process and together will work
to accelerate innovation and the launch of next generation products.
o Expanded product lines and technologies: The merger will bring together
complementary product lines and technologies. Post-merger, our
technologies will enable products that address the most important
application areas in drug discovery and life science research. Our
products will range from benchtop research instruments to fully automated
and integrated HTS solutions and from biochemical to information rich
cellular assays.
2
o More critical mass: Together, we will have the technical and managerial
leadership, strategic focus and critical mass to better meet the research
challenges you face and to provide enhanced customer support and service.
INCREASED COMMITMENTS TO YOU AS OUR CUSTOMER:
Because of the strong fit between the two companies and the shared commitment to
innovation, we want to share our initial plans on several fronts:
o Customer satisfaction: We want to provide better, faster and more
reliable service to you. After the Merger closes, we intend to start
combining sales forces, applications and technical support, customer
service, research and development and other functions of our companies in
ways that maximize your satisfaction with our products and services.
o Support of current products: Since there is no overlap in products
between the companies, we intend to preserve, support, and service the
current products of both companies and honor all agreements and
commitments in place. In fact, we believe we will be able to provide an
even higher level of support going forward.
o Software support: We intend to support both companies' instrument control
and data analysis software.
o Future products: For future products, we intend to accelerate our
innovation by preserving what's best from each company's products and
utilizing the core technologies and capabilities of both companies to
develop even better solutions where they would benefit you, our
customers.
o Management commitment: Both of us, and our management teams, are
committed to making this merger a success during both the short term
integration and in the long term. In fact, while Joe will serve as the
President and CEO of the combined company, Lev will join its Board of
Directors.
In closing, we would like to ask for your continued support and enthusiasm as we
transition to an organization that raises the standards of customer satisfaction
to a level higher than those achievable by the separate companies. Your input is
important to us so please feel free to share your feedback as to how we're
progressing. You can expect to hear from us with further updates in the future.
Thanks again...We appreciate your business!
Sincerely,
Joseph D. Keegan, Ph.D. Lev J. Leytes
President and CEO Chairman and CEO
Molecular Devices Corporation LJL BioSystems, Inc.
(408) 747-3535 (408) 541-8778
3
WHERE YOU CAN FIND ADDITIONAL INFORMATION
Investors and security holders of both Molecular Devices and LJL BioSystems are
advised to read the joint proxy statement/prospectus regarding the potential
business combination transaction referred to above, when it becomes available,
because it will contain important information. Molecular Devices and LJL
BioSystems expect to mail a joint proxy statement/prospectus about the
transaction to their respective stockholders. This joint proxy
statement/prospectus would be filed with the Securities and Exchange Commission
by both companies. Investors and security holders may obtain a free copy of the
joint proxy statement/prospectus and other documents filed by the companies at
the Securities and Exchange Commission's web site at http://www.sec.gov. The
joint proxy statement/prospectus and such other documents may also be obtained
from Molecular Devices or LJL BioSystems by directing such requests to the
companies.
Molecular Devices and its officers and directors may be deemed to be
participants in the solicitation of proxies from Molecular Devices' stockholders
with respect to the transactions contemplated by the merger agreement.
Information regarding such officers and directors is included in Molecular
Devices' proxy statement for its 2000 annual meeting, filed with the Securities
and Exchange Commission. This document is available free of charge at the
Securities and Exchange Commission's web site at http://www.sec.gov and from
Molecular Devices.
LJL BioSystems and its officers and directors may be deemed to be participants
in the solicitation of proxies from stockholders of LJL BioSystems with respect
to the transactions contemplated by the merger agreement. Information regarding
such officers and directors is included in LJL BioSystems's Annual Report on
Form 10-K for the fiscal year ended December 31, 1999 and in its proxy statement
for its 2000 annual meeting, filed with the Securities and Exchange Commission.
This document is available free of charge at the Securities and Exchange
Commission's web site at http://www.sec.gov and from LJL BioSystems.