Filed by Invitrogen Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and Deemed Filed Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: Applera Corporation
Commission File No.: 001-04389
invitrogen
Applied Biosystems
UBS Life Science Conference
Greg Lucier, Chairman & CEO, Invitrogen
Mark Stevenson, President & COO, Applied Biosystems
September, 2008
invitrogen
Safe Harbor Statement
Certain statements contained in this presentations are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and Invitrogen and Applera intend that such forward-looking statements be subject to the safe harbor created thereby. Forward-looking statements may be identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “will,” or words of similar meaning and include, but are not limited to, statements about the expected future business and financial performance of Applied Biosystems, Invitrogen and the combined company. Such forward-looking statements include, but are not limited to, statements relating to financial projections, including revenue and pro forma EPS projections; success in acquired businesses, including cost and revenue synergies; development and increased flow of new products; leveraging technology and personnel; advanced opportunities and efficiencies; opportunities for growth; and expectations of prospective new standards, new delivery platforms, and new selling specialization and effectiveness. A number of the matters discussed in this press release that are not historical or current facts deal with potential future circumstances and developments, in particular, information regarding the new company, including expected synergies resulting from the merger of Invitrogen and Applied Biosystems, combined operating and financial data, future research and development plans and whether and when the transactions contemplated by the merger agreement will be consummated. The discussion of such matters is qualified by the inherent risks and uncertainties surrounding future expectations generally and other factors that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to: the failure to realize capital and operating expense synergies; the result of the review of the proposed merger by various regulatory agencies, and any conditions imposed on the new company in connection with consummation of the merger; approval of the merger by the stockholders of Invitrogen and Applied Biosystems and satisfaction of various other conditions to the closing of the merger contemplated by the merger agreement; volatility of the financial markets and the availability of credit on acceptable terms; and the risks that are described from time to time in Invitrogen’s and Applera’s respective reports filed with the SEC, including Invitrogen’s annual report on Form 10-K for the year ended December 31, 2007 and quarterly report on Form 10-Q for the quarter ended March 31, 2008 and Applera’s annual report on Form 10-K for the year ended June 30, 2007 and quarterly reports on Form 10-Q for the quarters ended September 30, 2007, December 31, 2007 and March 31, 2008, as such reports may have been amended. This press release speaks only as of its date, and Invitrogen and Applera each disclaims any duty to update the information herein.
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Additional Information
Non-GAAP Measurements
This presentation and discussion includes certain financial information which constitute “non-GAAP financial measures” as defined by the SEC. The GAAP measures which are most directly comparable to these measures, as well as a reconciliation of these measures with the most directly comparable GAAP measures, can be found at www.appliedbiosystems.com or www.invitrogen.com
Additional Information:
This presentation is being made pursuant to and in compliance with Rules 165 and 425 of the Securities Act of 1933 and does not constitute an offer of any securities for sale or a solicitation of an offer to buy any securities. In connection with the proposed transaction, Invitrogen and Applied Biosystems have filed a joint proxy statement/prospectus as part of a registration statement on Form S-4 regarding the proposed transaction with the Securities and Exchange Commission, or SEC. The final joint proxy statement/prospectus has been mailed to shareholders of both companies. Investors and security holders are urged to read it in its entirety because it will contain important information about Invitrogen and Applied Biosystems and the proposed transaction. Investors and security holders may obtain a free copy of the definitive joint proxy statement/prospectus and other documents at the SEC’s website at www.sec.gov. The definitive joint proxy statement/prospectus and other relevant documents may also be obtained free of charge from Invitrogen by directing such requests to: Invitrogen Corporation, Attention: Investor Relations, 5791 Van Allen Way, Carlsbad, CA 92008, and from Applied Biosystems Inc. at: Applied Biosystems Inc., Attention: Investor Relations 850 Lincoln Center Drive, Foster City, CA 94404.
Applied Biosystems
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Agenda
Recap Invitrogen strategy
Transaction overview
Strategic rationale
The new company
Integration & SOLiD Update
Applied Biosystems
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Our Focused Growth Strategy…
1. Optimize the core business
• Maintain leading proprietary portfolio
• Differentiated service
• Enhanced profitability
2. Invest in high growth areas
• Emerging markets
• Specialty cell systems
• Cell biology
• Instrumentation
• Applied markets
Acquisition of ABI accelerates growth in target areas
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…Has Delivered Strong Results
Revenue ($M)
9.0% CAGR
1,151
1,282
1,369
2006
2007
6/30/08
FY
LTM
PF Operating Margin ($M)
14.6%CAGR
275
319
361
2006
2007
6/30/08
FY
LTM
PF Operating Margin (%)
23.9%
24.9%
26.4%
2006
2007
6/30/08
FY
LTM
The financial strength to acquire ABI
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We Now Have the Infrastructure to Support a Major Acquisition
Then (circa 2006)
Now (circa 2008)
Robust product portfolio
Integration of past acquisitions
IT systems infrastructure
World-class website
Premier sales & marketing
Synchronized management systems
Applied Biosystems
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Agenda
Recap Invitrogen strategy
Transaction overview
Strategic rationale
The new company
Integration & SOLiD Update
Applied Biosystems
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Transaction Overview
Structure
• Invitrogen will acquire all of Applied Biosystems shares
• ABI shareholders to receive ~45% in cash, ~55% in Invitrogen shares or may elect all cash or all stock, subject to pro-ration
Financing
• Invitrogen takes on additional $2.4B debt, total debt $3.5B
Combined Company
• Headquarters: Carlsbad, CA
• Estimated Closing Month: November
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Creating an Impressive Global Leader
Before After
(Invitrogen) (Combined)
Revenue $1.4B $3.6B
Pro-Forma Operating Margin $361M $816M
% of revenue 26% 23%
Free Cash Flow $255M $714M
% of revenue 19% 20%
Employees 4,700 ~10,000
Notes: LTM June 30, 2008
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Invitrogen
Leading Player in the Life Sciences
Revenues
($ billions, LTM 6/30/08)
$3.6B
$2.2B
$2.2B
$2.0B
$1.7B
$1.6B
$1.6B
$1.4B
$1.4B
$0.8B
$0.5B
ABI+IVGN ABI Sigma Agilent* Biorad Millipore Waters IVGN Quiagen Techne Illumina
*BioAnalytical Measurement only
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Invitrogen
Agenda
Recap Invitrogen strategy
Transaction overview
Strategic rationale
The new company
Integration & SOLiD Update
Applied Biosystems
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Invitrogen
Five Reasons ABI is a Perfect Fit For Invitrogen
1 Complementary, best-in-class products
2 Scaled-up innovation engine
3 Enhanced commercial/ marketing network
4 High-growth markets
5 Financially attractive
Compelling Strategic Rationale
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1 COMPLEMENTARY PRODUCTS
Creating A World-Class Biotech Tools Company
Premier Consumables Provider
invitrogen
• Cell Culture Expertise
• Labeling and Detection Chemistry
• Molecular Biology Kits
Combined:
A World-Class Biotech Tools Company
• Foundational tools to total solutions
• Applying biology to commercial applications
Premier Systems Provider
Applied Biosystems
• DNA Sequencing
• PCR / Real-Time PCR
• Mass Spec
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1 COMPLEMENTARY PRODUCTS
Creates Compelling End-to-End Workflow Solution for Our Customers
invitrogen
Sample Prep
Sample Processing
Applied Biosystems
Detection / Analysis
Data Interpretation
• Innovate around workflows
• Serve customers holistically
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2 INNOVATION ENGINE
Powerful Innovation Engine
R&D Investment ($M)
$112M
+
$190M
=
>$300M
IVGN(1)
ABI(2)
Combined
(1 ) FY2007 Actuals
(2 ) FY2008 Estimate
Patents & Licenses
1,200
+
2,400
=
3,600
IVGN(1)
ABI(2)
Combined
Unmatched scale of R&D – will drive growth
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3 COMMERCIAL NETWORK
Complementary Commercial / Marketing Networks
invitrogen
• Excels at repeat business
• e-Commerce expertise
• 1,000+ supply centers
• Strong relationships with bench scientists
Applied Biosystems
• Excels at systems sales
• Global service infrastructure
• Presence beyond life sciences
• High level customer relationships
• Approximately 3,000 sales & service personnel
• Fully capture lifetime value of customer revenue
• Enhanced customer service levels
• Global coverage
• Scale at all customers
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4 HIGH GROWTH MARKETS
Strong Platform for Expansion into High Growth Markets
Market Segment Market Growth Rate IVGN Capabilities ABI Combined
Cell Biology $6B 7-9%
Applied Markets $9B 10-13%
Next Gen Sequencing $200M >35%
Emerging Geographies $1B 14-16%
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5 FINANCIALLY ATTRACTIVE
$175M of Synergies by Year 3
Cost Savings
>$125M
• Raw material synergies
• Overhead redundancies
• Facility rationalization
• R&D scale
+
Revenue Synergies
>$50M
• ABI reagents thru IVGN channels
• Apply IVGN mix & price discipline
• Leverage ABI customer access in Applied Mkts and instrument installed base
• New products
=
Total Value Creation
$175M
$50M
$125M
~$60M total synergies realized in 2009
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Agenda
Recap Invitrogen strategy
Transaction overview
Strategic rationale
The new company
Integration & SOLiD Update
Applied Biosystems
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Our Vision for the Future
Improving the human condition
Personalized medicine ® $1,000 genome
Safer food and water
New efficient fuels
Healthier environment
Our products enable and accelerate research in all areas from medicine... to food safety... to the environment
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New Company’s Revenue Will Be Highly Diversified…
By Geography
Other 6%
APAC 16%
United States 44%
Europe 34%
By End Markets
Industry & Other 20%
Academic & Govt 50%
Pharma & Biotech 30%
By Product Mix
Mass Spec Instruments 12%
Instrument Reagent Systems 14%
Consumables & Services 74%
...with a significant contribution from high-margin consumables
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... With An Attractive Cash Generating Business Model
1. 75% consumables & services
– high margin
2. High visibility
– predictable, repeat business
3. Strong cash flow
– low capital intensive business
4. Solid balance sheet
– debt to EBITDA will be reduced to 3x within first year
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Leading to Financial Strength in the Short Term…
(2009 Financial Guidance)
2009E
Organic Revenue Growth
Mid single digits
Non-GAAP EPS(1)
$2.60+(2)
Notes:
(1) Non-GAAP EPS excludes certain acquisition related costs, including amortization of intangible assets, business integration and other expenses. Non-GAAP EPS includes stock option expense.
(2) Based on September 2008 currency exchange rates and achievement of $60 million in synergies.
ABI acquisition highly accretive by 2010
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...And Through the Long Term
Revenue
Mid single digit organic
$3.7B
$4.5B+
Growth drivers:
• Revenue synergies
• New products
• Nextgen sequencing
2008 proforma
4 - 6 yrs out
Non-GAAP Operating Margin % (1)
Synergies + 50bps organic
23%
High 20’s
Growth drivers:
• Cost synergies
• Organic productivity / fixed cost leveage (~50 bps / yr)
2008 proforma
4-6 Years Out
(1) non-GAAP, excluding stock option expense
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The combined company:
A World Class Biotechnology Tools Company
Complementary products
Scaled-up R&D
Enhanced commercial networks
High growth markets
Financially attractive
invitrogen
Applied Biosystem
Applied Biosystems
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Agenda
Recap Invitrogen strategy
Transaction overview
Strategic rationale
The new company
Integration & SOLiD Update
Applied Biosystems
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The New Organization Combines Key Players
from Both Companies
Chairman and CEO Greg Lucier
President and COO Mark Stevenson
From Invitrogen
From ABI
CFO David Hoffmeister
Functional Leaders
Human Resources Pete Leddy
Global Services / Support Mark O’Donnell
OPERATING HEADS
Molecular Biology Peter Dansky
Genetic Systems Kip Miller
Mass Spectrometry Laura Lauman
Cell Systems Nicolas Barthelemy
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Detailed Integration Plan
Signing 6/11 Kickoff Late Jun Blueprint Lockdown Current State Day One Certification Target Day One Integration Complete
Prepare Initiate & Plan Refine Plan Execute Integration (1-2 years)
* A blueprint is a vision and integration plan which defines how the business will operate as a single entity on Day One and achieve its End State goals
Integration Management – Key Dates
Date
Meeting or Deliverable
Topic Description
8/25 - 8/26 M Integration Meetings: Day 1 Focus ü
8/29 D Bottoms-Up Synergy Draft Completed and Submitted (Carlsbad) ü
9/9 - 9/10 M Vision, Mission, Values and Org Design ü
9/15 D Integration Plans Completed and Submitted to IMO ü
9/24 - 9/25 M Integration Meetings: All Plans Locked Down
9/26 D Bottoms-Up Synergy Final Completed and Submitted to IMO
10/6 - 10/17 M Day 1 Dry Runs
10/10 D Bottoms-Up Synergy Locked Down
D – Deliverable M – Meeting ü Signifies the task is complete or substantially in progress
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Over 60 Personnel Involved in Integration Teams
Executive Leadership
G. Lucier
Integration Management Office (IMO)
Integration Leader – M. Smedley
ABI Integration Partner – Graham Howe
Integration Partner – Deloitte
Deal Team
Transaction Team
Cross-functional Teams
Synergy Capture/ Value Creation
Clean Room
Customer Experience & Revenue Campaign
Employee Experience & Communications
Functional Integration Teams
Support Teams Market Facing Teams
Manufacturing Procurement Distribution R&D Marketing – Product Americas Japan
Facilities c Human Resources Legal & Contracts Marketing – Web Sales Europe TSA
Finance Tax IT Field Service Support APAC
Corporate Dev Regulatory EH&S Special Projects
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Next Generation Sequencing Driving New Discoveries…
SOLiD Platform “Genomic Revolution”
• Highest output/run of any platform • Improved diagnostics & disease management
• 2 base encoding yields highest accuracy of all short-read NGS platforms • Transformed clinical trials… right treatments for right patients
• Best in class field service and support yielding rapid sales uptake • Genomic baseline at birth… educated consumer and lifestyle choices improve human condition
• Combined company capabilities will further improve platform with:
• Improved front end (“walk away”)
• Optimized reagents (labeling & molecular biology expertise)
Enabling $10,000 genome
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We Continue to Scale SOLiD Throughput …
Reducing Customer Project Costs
Thruput (Gb)
60 50 40 30 20 10 0
3
9
17
AB R&D
4
13
20
Customer Lab
October 07
February 08
May 08
October 08
Early 09
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Enabling $10,000 Genome & Beyond
• Continual improvement to system
– SOLiD System beyond $10K Genome
Small RNA Discovery 10K Genome Whole Transcriptome GEx Epigenomics $5K Genome $1K Genome
Small RNA Kit High Density Slide End to End GEx Workflow DNA Methylation Workflow Ordered Array Slide Chemistry and Instrument Redesign
Long Mate Pair
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IN SUMMARY
The combined company:
A World Class Biotechnology Tools Company
Complementary products Scaled-up R&D Enhanced commercial networks High growth markets Financially attractive
Invitrogen
Applied Biosystem
Applied Biosystem
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Invitrogen
Applied Biosystem
UBS Life Science Conference
September, 2008