Dexter Corp. facing hostile takeover

Life Technologies focus of bid by International Specialty

January 29, 2000|By Mark Ribbing | Mark Ribbing,SUN STAFF

In a corporate battle that will determine the fate of Rockville biotechnology firm Life Technologies Inc., International Specialty Products Inc. is waging a hostile takeover of Dexter Corp.

Dexter, the oldest company on the New York Stock Exchange, has accumulated a 71 percent interest in Life Technologies, one of the players in Maryland's burgeoning biotech sector.

Almost all of the rest of Life Technologies is owned by another chemicals and materials company, International Specialty Products Inc. of Wayne, N.J.

Dexter and International Security have different ideas of how Life Technologies should be run. The feud is complicated because International Specialty owns 10 percent of Dexter, based in Windsor Locks, Conn.

International Specialty insists that it and other Dexter shareholders would make more money if Life Technologies were spun off and allowed to grow as an independent company. To get its way, International Security offered on Dec. 14 to buy out the Dexter shares that it did not own, at $45 per share.

Far from allowing Life Technologies to go its own way, Dexter proposed Jan. 19 to take full ownership of the biotech company at $49 per share. Thursday, the contest reached high boil. International Security Chairman Samuel J. Heyman sent a tart letter to Dexter Chairman and Chief Executive Officer K. Grahame Walker, declaring that International Security was launching a hostile takeover of Dexter.

Asserting that "Dexter's own shareholders appear to have rejected its business strategy," Heyman wrote International Security would present "a series of resolutions" at Dexter's annual stockholder meeting in April.

One of these resolutions would call for a new Dexter board of directors dominated by International Security. Another would propose a change in Dexter's bylaws that would essentially force the company to accept a buyout by International Security.

Dexter responded Thursday that it was "reviewing the letter and would respond in due course." Dexter and International Security declined to comment further on the matter, as did Life Technologies.

In yesterday's trading, Life Technologies' stock closed at $53, up $3.875.

Fred Siemer, a chemical-industry analyst based in Highland, N.Y., said International Security is concerned that Dexter is preventing Life Technologies from attaining the stock value that many biotech companies enjoy. "The value of that stock would escalate" if Life Technologies were to go independent, Siemer said.

Bloomberg News contributed to this article.

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