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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.
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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
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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