SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
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|_| Preliminary Proxy Statement |_| Confidential, for Use of the
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As filed with the Commission on May 2, 2000
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 CORPORATION RESPONDS TO ISP
WINDSOR LOCKS, CONNECTICUT, May 2, 2000 - Dexter Corporation (NYSE:DEX)
announced that it has responded to the letter received on May 1, 2000 from
International Specialty Products (NYSE:ISP), in which ISP advised Dexter it
was terminating further discussions.
The text of Dexter's letter to ISP is as follows:
May 2, 2000
Mr. Samuel J. Heyman
Chairman of the Board
International Specialty Products Inc.
1361 Alps Road
Wayne, New Jersey 07470
Dear Mr. Heyman:
This is in reply to your letter of May 1, 2000, which came as a total
surprise. The reasons you assign for your precipitous and very public new
position require some rebuttal.
In discussing your April 20 proposal, our representatives expressed to
yours the Board's desire for the best possible economics on the best
possible contract terms. If you choose to translate those objectives into a
characterization of your proposal as unacceptable, so be it. Your
suggestion that our representatives "refused to meet" with yours over the
April 22-23 weekend does not reflect the facts. In fact, Dexter's
representatives offered not only to meet with ISP's representatives, but
also to negotiate a transaction if ISP submitted a proposal at a
"compelling price," which ISP refused to do. Nonetheless, our
representatives were told by yours in telephone discussions that occurred
during the April 22-23 weekend that they believed ISP's proposal had
flexibility to be increased. Moreover, in response to ISP's self- imposed
deadline of Monday, April 24, 2000, our representatives told yours that the
Dexter Board would not be meeting until Monday afternoon when it would
consider its alternatives. Promptly following the Board meeting, on Monday
evening our representatives called yours and said the Board was prepared to
authorize a transaction with ISP at a price higher than what ISP was
offering and invited ISP to negotiate. Your representatives refused and
demanded that ISP be shown all of the bids received by Dexter in its value
maximization process, a demand which on its face was unreasonable.
Your suggestion that Dexter refused to provide ISP with information
regarding third party interest in Life Technologies is entirely inaccurate.
Not only did Dexter introduce ISP last Thursday to a third party bidder for
Life Technologies that had indicated strong interest at an attractive
value, but Dexter also acceded to ISP's demand (which was made a
non-negotiable condition of proceeding) that Dexter be excluded from any
discussions between ISP and the third party. In view of the facts, your
contention is hardly credible. Moreover, your position is even less
credible when considered in light of the facts that ISP never had a meeting
with the third party, that ISP demanded to know the third party's bid as a
condition of the meeting and that there were no conversations at all
between ISP and the third party after last Sunday.
Your contention regarding a "creditable alternative to [ISP's] proposals
for the Company" is similarly untenable. The problem here is not creditable
alterna-tives. The problem is ISP's determination to frustrate the Board's
efforts on behalf of stockholders, to seize control of Dexter as cheaply as
possible and to dispose of Life Technologies at a price which allows ISP to
keep Dexter's wholly-owned businesses at minimal cost. It is for these
reasons that the Dexter Board must be in charge of conducting the auction
process. ISP is not interested in paying fair value for the Dexter
wholly-owned businesses, nor is it interested in any bidder willing to do
so. Based on ISP's conduct during the course of the last weekend, ISP's
interest in a Life Technologies bidder only extends to the price such party
will pay ISP for that business, an approach which we have previously
illustrated to be tax inefficient.
We will continue to move forward with our program to maximize value in the
short term for all Dexter stockholders, which may result in the sale of the
assets you are interested to acquire.
Sincerely,
/s/ K. Grahame Walker
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K. Grahame Walker
Chairman and
Chief Executive Officer
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.
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.
Special Materials for Special Effects
*****
Information regarding persons who may be considered "participants" in the
solicitation of proxies from Dexter shareholders can be found in Dexter's
preliminary proxy statement on Schedule 14A filed with the Securities and
Exchange Commission. Investors and security holders are advised to read the
definitive proxy statement that will be filed by Dexter relating to
Dexter's 2000 annual meeting, when it becomes available, because it will
contain important information. Security holders may obtain a free copy of
the definitive proxy statement (when available) and the preliminary proxy
statement on Schedule 14A containing the participant information referred
to above and other documents filed by Dexter with the Commission at the
Commission's web site at www.sec.gov. The definitive proxy statement, the
Schedule 14A containing the participant information and such other
documents may also be obtained for free from Dexter Corporation by
directing such request to: Dexter Corporation, One Elm Street, Windsor
Locks, Connecticut 06096, Attention: Investor Relations, (860) 292-7675.
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