SC TO-C

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE TO

(Rule 14d-100)

Tender Offer Statement Under Section 14(d)(1) or Section 13(e)(1)
of the Securities Exchange Act of 1934

BIORELIANCE CORPORATION

(Name of Subject Company (Issuer))

BASEBALL ACQUISITION CORPORATION (Offeror)
INVITROGEN CORPORATION (Offeror Parent)

(Names of Filing Persons (Identifying status as offeror, issuer or other person))

COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)

090951104

(CUSIP Number of Class of Securities)

Gregory T. Lucier
President and Chief Executive Officer
INVITROGEN CORPORATION
1600 Faraday Avenue
Carlsbad, CA 92008
Telephone: (760) 603-7200

(Name, address and telephone number of person authorized to receive
notices and communications on behalf of filing persons)

-1-

Copy to:

Mara H. Rogers, Esq.
Fulbright & Jaworski L.L.P.
666 Fifth Avenue
New York, New York 10103
Telephone: (212) 318-3000

Calculation of Filing Fee

Transaction Value	Amount of Filing Fee
Not applicable	Not applicable

[_]	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing
	Amount Previously Paid:	Not Applicable	Filing Party:	Not Applicable
	Form or Registration No.:	Not Applicable	Date Filed:	Not Applicable

[X] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes to designate any transactions to which this statement relates:

               [X] third-party tender offer subject to Rule 14d-1.

               [  ] issuer tender offer subject to Rule 13e-4.

               [  ] going-private transaction subject to Rule 13e-3.

               [  ] amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ]

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TABLE OF CONTENTS

	Item 12: EXHIBITS
EXHIBIT INDEX
EX-(A)(5)(1)-JOINT PRESS RELEASE
EX-(A)(5)(2)-PRESENTATION MATERIALS FROM WEBCAST

Item 12:  EXHIBITS

(a)(5)(1)	Joint press release issued by Invitrogen Corporation and BioReliance, Inc. on December 24, 2003
(a)(5)(2)	Presentation materials from webcast hosted by Invitrogen Corporation and BioReliance Corporation on December 24, 2003

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EXHIBIT INDEX

(a)(5)(1)	Joint press release issued by Invitrogen Corporation and BioReliance, Inc. on December 24, 2003
(a)(5)(2)	Presentation materials from webcast hosted by Invitrogen Corporation and BioReliance Corporation on December 24, 2003

-4- EX-99.A.5.1 3 x95346exv99waw5w1.htm EX-(A)(5)(1)-JOINT PRESS RELEASE

FOR IMMEDIATE RELEASE

INVITROGEN ENTERS INTO DEFINITIVE AGREEMENT TO ACQUIRE
BIORELIANCE CORPORATION

A strategic combination expands Invitrogen’s BioProduction capabilities and adds
important services component in a transaction that is accretive to 2004 EPS.

Carlsbad, CA and Rockville, MD, December 24, 2003 — Invitrogen Corporation (Nasdaq: IVGN), and BioReliance Corporation (Nasdaq: BREL), have signed a definitive agreement under which Invitrogen will acquire BioReliance in a transaction estimated at approximately $500 million including the assumption of approximately $70 million in debt. Under the terms of the agreement, Invitrogen will make a cash tender offer of $48 per BioReliance share. Invitrogen expects to commence the tender offer within the next 10 business days.

BioReliance is a leading Contract Service Organization (CSO) providing testing, development and manufacturing services for biologic-based drugs to biotechnology and pharmaceutical companies worldwide. The transaction has been approved by the boards of directors of both companies and is expected to close, subject to regulatory and stockholder approvals, as well as other customary closing conditions, near the end of the first quarter of 2004. Invitrogen expects the transaction to be accretive to its pro forma earnings per share by approximately $0.19 in 2004.

“BioReliance helps us expand our already strong position in the bioproduction space and enables new opportunities with our large biotech and pharmaceutical customers,” said Gregory T. Lucier, Invitrogen’s President and CEO. “Through a broad range of service capabilities, BioReliance enables us to streamline the drug development process in the preclinical through production stages – helping bring biologic-based drugs to market more quickly and efficiently.”

BioReliance’s range of service offerings and experience enable biotechnology and pharmaceutical companies to outsource the costly and often complicated testing and manufacturing of biologic-based drugs. This is particularly helpful to early-stage companies that may lack the staff, expertise and financial resources to conduct many aspects of product development in-house.

“Invitrogen’s cell culture and bioproduction capabilities are well-known throughout drug development,” said Capers W. McDonald, BioReliance’s President and CEO. “Adding our experience in testing, development and manufacturing services creates a total solution for companies to link functions of the production cycle and improve productivity. We see a great match for our services in Invitrogen’s product portfolio, and we are excited to begin developing new offerings as a result.”

Upon completion of the acquisition, BioReliance will become a part of Invitrogen’s bioproduction business segment and, retaining its name, will focus both on its current line of services and on new developments that draw on both services and technology needed to improve drug development. Invitrogen’s current offerings for bioproduction include GIBCO^® media, sera, reagents, customized packaging, cell lines, specialized testing and technical and regulatory support.

Invitrogen to acquire BioReliance Corporation
Page 2

“The interplay between a top biologic-based CSO, such as BioReliance, and the wide spectrum of leading-edge technologies under Invitrogen’s banner is one of the most interesting aspects about this acquisition,” explained Claude Benchimol, Invitrogen’s Senior Vice President of Research and Development. “For the first time, researchers in drug development will be able to take advantage of a system that offers unparalleled services, while at the same time accessing an immense lineup of cutting-edge technology to support it—all tied together through the most knowledgeable technical support in the industry.”

“The addition of BioReliance brings us closer to our goal of creating an operating system for drug discovery and disease research,” concluded Lucier. “Additionally, it strengthens our role as an innovative, experienced partner to customers in every area of drug creation—from research to discovery, development to production—and enables us to help shape the breakthrough technologies that drive the health care industry.”

Invitrogen will be hosting a conference call, Webcast and Q&A session on December 24, 2003 at 9:00 a.m. Eastern Time to provide details of the transaction. To see and hear the presentation over the Internet, go to Invitrogen’s home page at www.invitrogen.com, select the Investor Relations tab, and click on the Webcast icon. The presentation will be archived at that site. To listen to the conference by telephone, dial 800-901-5241 or International 617-786-2963 (passcode: 62444580) after 8:50 a.m. Eastern Time. A replay of the call will be available until January 9, 2004 by dialing 888-286-8010 or International 617-801-6888 and using access code 62436533.

About Invitrogen
Invitrogen Corporation (Nasdaq: IVGN) provides products and services that support academic and government research institutions and pharmaceutical and biotech companies worldwide in their efforts to improve the human condition. The company provides essential life science technologies for disease research, drug discovery, and commercial bioproduction. Invitrogen’s own research and development efforts are focused on breakthrough innovation in all major areas of biological discovery including functional genomics, proteomics, bio-informatics and cell biology — placing Invitrogen’s products in nearly every major laboratory in the world. Founded in 1987, Invitrogen is headquartered in Carlsbad, California and conducts business in more than 70 countries around the world. The company globally employs approximately 3,000 scientists and other professionals. For more information about Invitrogen, visit the company’s web site at www.invitrogen.com.

About BioReliance
BioReliance Corporation (Nasdaq: BREL) is a leading contract service organization providing testing, development and manufacturing services for biologic-based drugs and other biomedical products to biotechnology and pharmaceutical companies worldwide. The Company believes that it is the largest provider of outsourcing services focused on the expanding biologics sector of the pharmaceutical industry.

Invitrogen to acquire BioReliance Corporation
Page 3

Safe Harbor Statement / Forward-Looking Statements
Certain statements contained in this press release are considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and it is Invitrogen’s intent that such statements be protected by the safe harbor created thereby. Forward-looking statements include, but are not limited to: 1) The transaction is expected to close near the end of the first quarter in 2004; 2) Invitrogen expects the transaction to be accretive to its pro forma earnings per share by at least $0.19 in 2004; 3) BioReliance Corporation will help Invitrogen expand its already strong position in the bioproduction market and enable new opportunities with our large biotech and pharmaceutical customers; 4) BioReliance will enable Invitrogen to streamline the drug development process in the preclinical through production stages – helping bring biologic-based drugs to market more quickly and efficiently; 5) BioReliance and Invitrogen will develop new offerings as a result of their collaboration; 6) BioReliance will become a part of Invitrogen’s bioproduction business segment, retain its name, and focus both on its current line of services and on new developments that draw on both services and technology needed to improve drug development; 7) Researchers will have access to a complete system including services and tools tied together with technical support; 8) The addition of BioReliance aids Invitrogen in creating an operating system for research, strengthens Invitrogen’s role as an experienced, innovative partner in every area of drug creation and helps shape breakthrough technologies that drive the health care industry. Such forward-looking statements are subject to a number of risks, uncertainties and other factors that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Potential risks and uncertainties include, but are not limited to, the risks: a) The transaction may close more rapidly or slowly than expected or not at all; b) Pro forma earnings accretive to this transaction may not reach $0.19 in 2004; c) The addition of BioReliance may not have an effect on Invitrogen’s position in bioprocessing and may not create any new opportunities with large biotech and pharmaceutical customers as a result; d) The addition of BioReliance may not have an impact on the drug development process; e) No new offerings may result from the combination of BioReliance and Invitrogen; f) BioReliance may not retain its current name and role within the Invitrogen organization or may not be integrated into the bioproduction business segment; g) Invitrogen may keep services and research tools separate within the organization and not offer researchers a complete system for bioproduction, as well as other risks and uncertainties detailed from time to time in Invitrogen’s Securities and Exchange Commission filings.

Invitrogen to acquire BioReliance Corporation
Page 4

THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL SHARES OF BIORELIANCE. AT THE TIME THE OFFER IS COMMENCED, THE ACQUIRING ENTITY WILL FILE A TENDER OFFER STATEMENT AND BIORELIANCE WILL FILE A SOLICITATION/RECOMMENDATION STATEMENT WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION WITH RESPECT TO THE OFFER. THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS, AS WELL AS THE SOLICITATION/RECOMMENDATION STATEMENT, WILL BE MADE AVAILABLE TO ALL STOCKHOLDERS OF BIORELIANCE, AT NO EXPENSE TO THEM. THE TENDER OFFER STATEMENT (INCLUDING THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND ALL OTHER OFFER DOCUMENTS FILED WITH THE COMMISSION) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL ALSO BE AVAILABLE AT NO CHARGE AT THE COMMISSION’S WEBSITE AT WWW.SEC.GOV. THE TENDER OFFER STATEMENT AND RELATED MATERIALS MAY BE OBTAINED FOR FREE BY DIRECTING SUCH REQUESTS TO THE INFORMATION AGENT, LAWRENCE DENNEDY OF MACKENZIE PARTNERS, INC., 105 MADISON AVENUE, NEW YORK, NY 10016, (212) 929-5239. THE SOLICITATION/RECOMMENDATION STATEMENT AND RELATED DOCUMENTS MAY BE OBTAINED BY DIRECTING SUCH REQUESTS TO BIORELIANCE CORPORATION’S INVESTOR RELATIONS AT (301) 762-5260.

Contacts:

Invitrogen Corporation:
Media — Greg Geissman (760) 476-7032, gregory.geissman@invitrogen.com
Investors — Mary Cassoni (760) 603-7298, mary.cassoni@invitrogen.com

BioReliance Corporation:
Investors — John L. Coker, CFO (301) 762-5260

Financial Relations Board:
General Information — Marilynn Meek (212) 445-8451
Analyst — Julia Tu (212) 445-8456

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EX-99.A.5.2 4 x95346exv99waw5w2.htm EX-(A)(5)(2)-PRESENTATION MATERIALS FROM WEBCAST

Invitrogen to Acquire BioReliance December 24, 2003 Greg Lucier President and CEO, Invitrogen Eric Winzer Chief Financial Officer, Invitrogen Capers McDonald President and CEO, BioReliance

Safe Harbor Statement Certain statements contained in this presentation are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, and Invitrogen intends that such forward- looking statements be subject to the safe harbor created thereby. Such forward-looking statements include, but are not limited to statements relating to the timing of Invitrogen's anticipated acquisition of BioReliance Corporation; the impact of the anticipated acquisition of BioReliance on Invitrogen's financial performance; the enhanced capabilities of Invitrogen after its acquisition of BioReliance; financial projections; 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. Such forward-looking statements are subject to a number of risks, uncertainties and other factors that could cause actual results to differ materially from future results expressed or implied by such forward- looking statements. Potential risks and uncertainties include, but are not limited to, the success of Invitrogen's tender offer for the securities of BioReliance; whether Invitrogen is able to obtain required regulatory approvals for its acquisition of BioReliance; successful combination of the operations of BioReliance and previously-acquired companies; attraction and retention of key personnel; the continuation of growth in Invitrogen's markets; the ability to manage growth; successful development and commercialization of new products and services; continued identification, development and licensing of new technology; competition; and other risks and uncertainties detailed from time to time in Invitrogen Corporation's Securities and Exchange Commission filings.

Regulation G This presentation will include discussion of "non-GAAP financial measures" as that term is defined in Regulation G. For actual results, the most directly comparable GAAP financial measures and information reconciling these non-GAAP financial measures to the company's financial results prepared in accordance with GAAP have been posted on the company's Investor Relations webpage at www.invitrogen.com.

Transaction Highlights and Rationale Industry leader - BioProduction Services Attractive industry fundamentals and growth drivers Combination creates novel industry capability Expands client relationships to become essential partner Global capabilities Solidifies Leadership in Attractive BioProduction Space 2004 Proforma EPS Growth Increased to 28% All cash tender offer - $48/share Total consideration - $500M Includes ~$70M of assumed debt and cash on hand of ~$20M Expected close - Q1 2004 Accretive to EPS Adds 19¢ to 2004 proforma EPS Source: Invitrogen estimates

Invitrogen Vision Genomics Functional Genomics Proteomics Cell Biology Target ID Validation Assay Development Lead ID Lead Optimization Preclinical Testing Clinical Trials I, II, III Production Becoming the Preeminent Drug Discovery Partner Basic Research Drug Discovery Drug Production The Invitrogen Operating System

BioReliance Overview Industry pioneer >55 years operating experience Leader in comprehensive BioProduction Services Biologics testing Specialized manufacturing State-of-the-art facilities US and Europe Highly technical team Deep regulatory expertise Profitable business Established, proven model Industry Leader... Great Reputation... Unique Capabilities

Biologics Pipeline Biologics in Clinical Development 2003E 2004E 2005E 2006E 2007E 2008E 1820 2030 2316 2671 3054 3455 15% CAGR Number of Biologics $24+ billion of sales Growing 15+% Biologics among best-selling drugs Record number in clinic and growing Faster research path and route to market However... production of biologics is challenging Significant technical expertise Unique production Highly regulated Great Promises... And Opportunities Both an art and a science Pre-clinical through launched product Source: Invitrogen estimates

BioTesting BioManufacturing 82 16 2 BioTesting BioManufacturing 39 6 55 BioProduction Services Large, Growing Market Segment Drug companies are increasingly outsourcing all or part of BioProduction Access technical and regulatory expertise Access innovative technologies and documentation Reduce costs Improve drug development time Large opportunity... double-digit growth Specialized providers BioTesting 2003 Estimate: $630M, 10-12% growth Toxicology and ADME 55% BioSafety 6% Lot Release 39% BioManufacturing 2003 Estimate: $10.4B, 12-15% growth PreClinical < 1% Phase I and II 17% Phase III and Production 82% Source: Invitrogen estimates

BioReliance Offerings A Leader in Testing and Manufacturing Services Preclinical Testing Clinical Trials I, II, III Production BioSafety Testing BioAnalysis Formulation BioManufacture Biological Trials Cell Line Characterization Clinical Trial Sample Testing Clearance Validation Studies Lot Release Testing Product Characterization Methods Validation Formulation Development Product Stability Testing Small Scale Manufacturing Product Stability Testing Final Formulation & Filling Cell Banking Biorepository Large Scale Manufacturing In vitro Studies Short-term In vivo Studies Molecular Studies Enter BioProduction Cycle

Enter BioProduction Cycle Highly Complementary Businesses Combination Offers Customer Advantage Testing/ Release Cell Line Development Process Development cGMP Fermentation Fill/ Finish Harvest & Purification Target ID & Validation CMO Service Media Selection Media Optimization Media Supply Custom Assays Filtration Separation ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? Collaborate through partnerships ? ? ? Preclinical Testing Clinical Trials I, II, III Production Basic Research Drug Discovery Biotesting and cell culture threaded throughout Tool Kits Bioengineering Cell Banking Characterization System Design System Validation CMO Service

Greater Value Proposition Integrated solutions Speed Accountability Reliability Optimized products & services Superior system productivity Technology-infused services Faster drug discovery Better products in market Early point of entry in cycle Accelerate GIBCO penetration Greater customer penetration Potential annuity Sell more products & services Asia, Europe Add innovation Launch new products Revolutionize industry A True Win-Win Customer Invitrogen

Commercial Integration Plan Create Dedicated, High-Value BioProduction Team IVGN Sales & Marketing Key Account Mgmt Joint Customer Programs Joint Industry Intel Custom Media Solutions Pre-Clinical Services Process Dev / Optimization Full Scale Up BioProduction Products & Services Integrated Commercial Team Invitrogen BioReliance Cell Banking Validation Service Viral Clearance Cell Line Dev Assay Dev GIBCO(r) Media Fetal Bovine Serum Custom Media AGT(tm) Unique Capabilities

Financial Overview Revenues Solid History With Room to Grow 2001 2002 2003 2004 Revenue 69.661 82.446 98 132.7 $70M $82M $98M $133M 2001 2002 2003 2004 (est) (est) Testing Manufacturing East 90 10 US Europe East 65 35 Current Revenue Breakdown Testing 90% Manufacturing 10% United States 65% Europe 35% 24% CAGR Source: Invitrogen estimates

+49% $171 +39% $304 +28% $2.84 +28% $990 New 2004 Projection New 2004 Guidance Creates $1 Billion Biotechnology Company Original 2004 Guidance Original 2004 Guidance Revenues $890 +16% Pro Forma EPS $2.65 +20% EBITDA $275 +26% Free Cash Flow $167 +45% ($M, except EPS)

Summary Industry leader in BioProduction services Attractive industry fundamentals and growth drivers Invitrogen science + BioReliance service = winning combination Value proposition supports essential partnership with customers Global capabilities Transaction is accretive to EPS A BioProduction Powerhouse... Total Customer Solution

Questions & Answers

EX-99.A.5.1

EX-(A)(5)(1)-JOINT PRESS RELEASE

EX-99.A.5.2

EX-(A)(5)(2)-PRESENTATION MATERIALS FROM WEBCAST