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
12 November 2001
PERKINELMER ACQUISITION OF PACKARD BIOSCIENCE COMPANY
TO CLOSE NOVEMBER 13, 2001
BOSTON AND MERIDEN, CONN. - PerkinElmer, Inc. (NYSE: PKI) and Packard BioScience
Company (NASDAQ: PBSC) jointly announced today that the Federal Trade Commission
(FTC) has completed its review of PerkinElmer's proposed acquisition of Packard
BioScience Company and that all material conditions required for closing have
been satisfied. The companies intend to close the transaction on November 13,
2001.
"The combination of Packard and PerkinElmer Life Sciences will create
exceptional value for our customers, shareholders and employees," said Gregory
L. Summe, chairman and CEO of PerkinElmer, Inc. "We will now move quickly to
integrate these highly complementary businesses into the world's premier
provider of drug discovery solutions."
"Packard BioScience represents an excellent strategic fit as a leading supplier
of automated liquid handling, sample preparation tools and advanced biochip
technologies," continued Summe. "Liquid handling is a critical, enabling step in
both the proteomics and genomics workflows, 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."
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.
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 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.
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 contact: Media contact:
Diane J. Basile Kevin J. Lorenc
PerkinElmer, Inc. PerkinElmer, Inc.
(781) 431-4306 (781) 431-4111