Victor Acquisition Corp.'s obligation to accept for payment and pay for shares of ViaCell common stock tendered in the offer is subject to customary conditions, including, among other things:
- at least a majority of the outstanding shares of ViaCell common stock on a fully diluted basis shall have been validly tendered in accordance with the terms of the offer and not properly withdrawn; and,
- the expiration or termination of applicable waiting periods under the United States Hart-Scott-Rodino Antitrust Improvements Act.
The tender offer and any withdrawal rights to which ViaCell's stockholders may be entitled will expire at 12:00 midnight, New York City time, at the end of November 8, 2007, unless the offer is extended.
The complete terms and conditions of the tender offer are set forth in the Offer to Purchase, Letter of Transmittal and other related materials filed by PerkinElmer with the SEC on October 12, 2007. ViaCell filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC on October 12, 2007, relating to the tender offer. Copies of the Offer to Purchase, Letter of Transmittal and other related materials are available free of charge from Georgeson, Inc., the Information Agent for the tender offer, toll-free at (888) 821-2250 (banks and brokers at (212) 440-9800), or Merrill Lynch & Co., the Dealer Manager for the tender offer, at (877) 653-2948, toll-free. Deutsche Bank Trust Company Americas is acting as Depositary for the tender offer.