-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OwEln45fRrIIm3SXnjMmG/kLIcCJ/to/oDF/6dyzrmBzJFF2LHCMD187TM1163C1 qbApy/tqpmvsXoiXPhS78Q== 0000895345-03-000877.txt : 20031229 0000895345-03-000877.hdr.sgml : 20031225 20031229060140 ACCESSION NUMBER: 0000895345-03-000877 CONFORMED SUBMISSION TYPE: SC 14D9 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20031229 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BIORELIANCE CORP CENTRAL INDEX KEY: 0001036629 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 521541583 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9 SEC ACT: 1934 Act SEC FILE NUMBER: 005-52975 FILM NUMBER: 031074060 BUSINESS ADDRESS: STREET 1: C/O MICROBIOLOGICAL ASSOCIATES INC STREET 2: 9900 BLACKWELL RD CITY: ROCKVILLE STATE: MD ZIP: 20850 BUSINESS PHONE: 3017381000 MAIL ADDRESS: STREET 1: C/O MICROBIOLOGICAL ASSOCIATES INC STREET 2: 9900 BLACKWELL RD CITY: ROCKVILLE STATE: MD ZIP: 20850 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BIORELIANCE CORP CENTRAL INDEX KEY: 0001036629 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 521541583 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9 BUSINESS ADDRESS: STREET 1: C/O MICROBIOLOGICAL ASSOCIATES INC STREET 2: 9900 BLACKWELL RD CITY: ROCKVILLE STATE: MD ZIP: 20850 BUSINESS PHONE: 3017381000 MAIL ADDRESS: STREET 1: C/O MICROBIOLOGICAL ASSOCIATES INC STREET 2: 9900 BLACKWELL RD CITY: ROCKVILLE STATE: MD ZIP: 20850 SC 14D9 1 sc14d9-2.txt ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------- SCHEDULE 14D-9 Solicitation/Recommendation Statement Pursuant to Section 14(d)(4) of the Securities Exchange Act of 1934 ------------- BIORELIANCE CORPORATION (Name of Subject Company) BIORELIANCE CORPORATION (Name of Person(s) Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 090951 10 4 (CUSIP Number of Class of Securities) Capers W. McDonald President and Chief Executive Officer BioReliance Corporation 14920 Broschart Road Rockville, MD 20850 (301) 738-1000 (Name, address and telephone number of person authorized to receive notices and communications on behalf of the person(s) filing statement) Copy to: Andrew P. Varney, Esq. Fried, Frank, Harris, Shriver & Jacobson LLP 1001 Pennsylvania Avenue, N.W., Suite 800 Washington, D.C. 20004 (202) 639-7032 [X] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. ================================================================================ [GRAPHICS OMITTED - BIORELIANCE AND INVITROGEN LOGOS] Dear BioReliance Client, On December 24, 2003, Invitrogen and we announced a transaction by which BioReliance soon would be joining the Invitrogen family. We expect to become one company during the first quarter of 2004, subject to regulatory and stockholder approval. With this valuable new partnership, you can look forward to obtaining an unmatched breadth of expertise for your biotechnology and pharmaceutical development needs. At the same time, you will continue receiving the high-quality BioReliance services you trust, communicating with us as usual. This is an exciting new chapter in our 56-year history. We are confident that as part of Invitrogen, BioReliance will be better able to serve your needs. Invitrogen is well known around the world for its industry-leading products and services, scientific expertise and commitment to customer satisfaction. Now, Invitrogen's biotechnology solutions join BioReliance's testing, development and manufacturing services, bringing you an integrated resource for drug development and other bioscience programs. As we move forward, our number one priority remains to bring you the quality and service you've come to expect from us. As part of Invitrogen, BioReliance will continue to operate from its current locations, and all ongoing and new orders will be processed through your existing contacts within the company, who remain unchanged. For more information, you can visit our website at www.bioreliance.com. If you have any concerns at all, please do not hesitate to contact us. Sincerely, /s/ Capers W. McDonald Diana Morgan, Ph.D. Capers W. McDonald Vice President, Sales and Marketing President and CEO BioReliance Corporation BioReliance Corporation dmorgan@bioreliance.com cmcdonald@bioreliance.com Attachment: Press Release dated December 24, 2003 -----END PRIVACY-ENHANCED MESSAGE-----