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COMPLAINT FOR DECLARATORY AND INJUNCTIVE RELIEF
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EXTRACTED KEY WORDS
DIRECTORS
MERGER AGREEMENT
VOTE
CERTIFICATE
DEXTER
OUTSTANDING SHARES
SUPER MAJORITY VOTE
COMMON STOCK
AFFILIATE
APPROVE
DEFENDANTS
AFFIRMATIVE VOTE
BUSINESS
CHAIRMAN
STOCKHOLDERS
DELAWARE
TECHNOLOGIES
DECLARING
CONTROL
OFFICER
VICE PRESIDENT
COURT
RELIEF
AUTHORIZE
PRIOR
PARTNERSHIP
FINANCE
SENIOR
APPROVAL EXCEPTION
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ORIGINAL
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
LIFE TECHNOLOGIES, INC.,
I- <
Plaintiff, : `_
V .
I N T E R N A T I O N A L S P E C I A L T Y I
PRODUCTS INC. and ISP INVEST- :
MENTS INC.,
Defendants.
COMPLAINT FOR DECLARATORY
AND INJUNCTIVE RELIEF
Life Technologies, Inc. ("LTI" or the "Company"), by and through its
undersigned attorneys, Skadden, Arps, Slate, Meagher & Flom LLP, brings this action for
declaratory and injunctive relief and alleges, upon knowledge as to itself and its own acts
and upon information and belief as to all other matters, as follows:
NATURE OF ACTION
1. LTI brings this action for a declaratory judgment and injunctive relief
in connection with an Agreement and Plan of Merger entered into with Invitrogen Corpo-
ration ("Invitrogen") on July 7, 2000 (the "Merger Agreement"). Also on July 7, 2000,
Invitrogen entered into a separate merger agreement with Dexter Corporation ("Dexter"),
the owner of approximately 75% of LTI's outstanding shares of common stock.
2. In the mergers, which will occur simultaneously, LTI will be merged
with and into Invitrogen, and Dexter will be merged with and into Invitrogen. LTI stock-
SNIPPETS:
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
Life Technologies, Inc., by and through its
LTI brings this action for a declaratory judgment and injunctive relief
Invitrogen entered into a separate merger agreement with Dexter Corporation,
the owner of approximately 75% of LTI's outstanding shares of common stock.
LTI stockholders other than Dexter will receive $60 in cash and/or shares of Invitrogen common
directors of Dexter, Invitrogen and LTI.
For the past six months, Defendants have been seeking to acquire
control of Dexter, and thus LTI, most recently by means of a demonstrably inadequate,
Representatives of Defendants also have stated their position that the applicable vote
requirement necessary to authorize consummation of the Merger Agreement requires
vote of 80% of LTI's stockholders is required to approve the Merger Agreement.
affirmative vote of 67% of LTI's stockholders is sufficient to approve the Merger Agreement
"Continuing Directors" under the Certificate; and Invitrogen is not a "Related Person"
Plaintiff LTI is a Delaware corporation with its principal place of business in Rockville,
Thomas H. Adams, Ph.D., Chairman and Chief Executive
Chief Executive Officer of Genta from 1989 to 1997,
Joseph C. Stokes, Jr., lecturer in International Finance,
He has been Senior Vice President and Chief Financial Officer,
Prior to joining the Company, he was with E.I. DuPont de
THE SUPER MAJORITY VOTE REOUIREMENT
the Continuing Director Approval Exception was satisfied.
any individual, corporation, partnership or other person or entity which, together with its
ectly or indirectly, of more than twenty percent of the outstanding Common Stock of the Corporation
on.
Declaring that the Super Majority Vote Requirement is not applicable to the Merger Agreement
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