FOR IMMEDIATE RELEASE
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15 July 2001
PERKINELMER AGREES TO ACQUIRE PACKARD BIOSCIENCE
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o BROADENS CAPABILITIES AS A TOP PROVIDER OF DRUG DISCOVERY SOLUTIONS
o ADDS AUTOMATED LIQUID HANDLING, SAMPLE PREPARATION AND BIOCHIP TECHNOLOGIES
BOSTON, MASSACHUSETTS AND MERIDEN, CONNECTICUT... PerkinElmer, Inc. (NYSE: PKI),
a leading provider of life sciences solutions, and Packard BioScience, a global
leader in drug discovery tools, jointly announced today a definitive agreement
for PerkinElmer to acquire Packard BioScience in a deal valued at approximately
$650 million, including net indebtedness. The transaction, which is subject to
customary closing conditions and regulatory approvals, as well as the approval
of the shareholders of both PerkinElmer and Packard BioScience, is expected to
close during the fourth quarter. It is structured as a tax-free, all-stock
merger with an exchange ratio of 0.311 share of PerkinElmer common stock for
each share of Packard BioScience common stock.
"Packard BioScience represents an excellent strategic fit as a leading supplier
of automated liquid handling, sample preparation tools and advanced biochip
technologies," said Gregory L. Summe, Chairman and CEO of PerkinElmer. "Liquid
handling is a critical, enabling step in both proteomics and genomics workflow,
and increases the productivity of our customers' drug discovery processes.
Packard BioScience's core capabilities in this area, its complementary range of
products, its impressive new product development pipeline, and its
well-respected team of field sales and service experts will enable us to provide
more powerful solutions to our expanding base of life sciences customers."
Packard BioScience, headquartered in Meriden, Connecticut, has approximately
1,000 employees and sales in 60 countries supported through its offices in North
America, Europe and Asia. The company, which expects revenues of approximately
$200 million in 2001, has strategic alliances with a number of the world's
leading bioscience and chip technology companies, including Motorola, Oxford
GlycoSciences and Waters Corporation.
PERKINELMER AGREES TO ACQUIRE PACKARD BIOSCIENCE
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Emery Olcott, Chairman and CEO of Packard BioScience, remarked, "the merger
announced today positions the company to bring together the capabilities we need
to deliver the solutions that our customers demand. Our strength in liquid
handling and automated sample preparation products, combined with PerkinElmer's
instrumentation and reagent depth, will allow us to offer the full spectrum of
drug discovery tools leveraged by a broad and focused worldwide sales, service
and applications capability. The combined company will be well-positioned to
address the emerging biochip and microarray markets with their combined
technologies, including consumables, instrumentation and informatics software.
We feel strongly that this transaction will create real value for our customers,
our associates and our shareholders."
Stonington Partners and other Packard BioScience shareholders together holding a
majority of Packard's outstanding shares have entered into agreements to vote
their shares in favor of the merger. The transaction will be accounted for as a
purchase and is expected to be accretive, excluding goodwill, in 2003.
CONFERENCE CALL
The management of PerkinElmer will be holding a conference call and simultaneous
Webcast to discuss the transaction on Monday, July 16, 2001 at 9:00 a.m. ET. To
access the Webcast, go to www.perkinelmer.com.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
PerkinElmer plans to file with the SEC a Registration Statement on Form S-4 in
connection with the transaction and PerkinElmer and Packard BioScience plan to
file with the SEC and mail to their respective stockholders a Joint Proxy
Statement/Prospectus in connection with the transaction. The Registration
Statement and the Joint Proxy Statement/Prospectus will 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 when they are
available.
Investors and security holders will be able to 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.
PERKINELMER AGREES TO ACQUIRE PACKARD BIOSCIENCE
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In addition, investors and security holders will be able to 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) 238-2266. PerkinElmer and
Packard BioScience, and their respective directors and executive officers, may
be deemed to be participants in the solicitation of proxies in respect of the
transactions contemplated by the merger agreement. Information regarding
PerkinElmer's directors and executive officers is contained in PerkinElmer's
Form 10-K for the year ended December 31, 2000 and its proxy statement dated
March 13, 2001, which are filed with the SEC. As of June 30, 2001, PerkinElmer's
directors and executive officers beneficially owned approximately 2,438,264
shares, or 2.4%, of PerkinElmer's common stock. Information regarding Packard
BioScience's directors and executive officers that is not included in this press
release is contained in Packard BioScience's Form 10-K for the year ended
December 30, 2000 which is filed with the SEC. A recent amendment to the
employment agreements of Packard BioScience's Chief Executive Officer, President
and Chief Financial Officer provides that the employment term is automatically
extended for an additional 25-month period on the first day of each future
calendar month that follows the date that is two years prior to the end of the
initial employment period. Also, the employment agreement of Packard
BioScience's President was recently amended to provide him with a reimbursement,
on an after-tax basis, for any excise taxes for which he is liable in connection
with payments made by the company under his employment agreement or otherwise in
connection with a change of control of the company. Finally, Packard's Secretary
and General Counsel recently entered into an employment agreement with the
company under terms substantially similar to those of the other executives of
the company, as amended as described above. As of March 16, 2001, excluding the
ownership of Stonington's shares that may imputed to certain directors, Packard
BioScience's directors and executive officers beneficially owned approximately
3,384,880 shares, or 4.8%, of Packard BioScience's common stock. A more complete
description will be available in the Registration Statement and the Joint Proxy
Statement/Prospectus.
FACTORS AFFECTING FUTURE PERFORMANCE
Statements in this press release regarding the proposed transaction between
PerkinElmer and Packard BioScience, the expected timetable for completing the
transaction, future financial and operating results, benefits and synergies of
the transaction, future opportunities for the combined company 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 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 to realize anticipated
synergies and cost savings; a downturn in our customers' markets or in general
economic conditions; our failure to introduce new products in a timely manner;
economic, political and other risks associated with 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 our
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 "Important Factors" in "Management's Discussion and
Analysis" in PerkinElmer's annual report on Form 10-K for the year ended
December 31, 2000, and under ("name of section") in Packard BioScience's Annual
Report on Form 10-K for the year ended December 30, 2000 and in PerkinElmer's
and Packard BioScience's most recent quarterly reports filed with the SEC.
PerkinElmer and
PERKINELMER AGREES TO ACQUIRE PACKARD BIOSCIENCE
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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.
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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.
Packard BioScience is a global developer, manufacturer and marketer of
instruments and related consumables and services for use in drug discovery and
other life sciences research, such as basic human disease research, genetic
analysis and biotechnology. The Company is primarily focused on the rapidly
growing areas of drug screening, functional genomics and proteomics.
For further information:
Investor Contact: Diane J. Basile, PerkinElmer, Inc.
Tel. (781) 431-4306
Wayne Richardson, Packard Biosciences
Tel. (203) 238-2266
Media Contact: Kevin J. Lorenc, PerkinElmer, Inc.
Tel. (781) 431-4111