You are here



Reference is made to NorDiag ASA's ("NorDiag" or the "Company") stock exchange announcement on 2 April 2012, regarding the notice of the Extraordinary General Meeting on 23 April 2012, to resolve on the potential asset sale of the Company's business. As noted in the announcement, the Company would like to provide further details of a potential asset sale in order for the shareholders to consider whether it would like to authorize such transaction in the forthcoming general meeting.

The Company has not entered into any binding agreement or received any binding offer, but it is in specific, advanced and exclusive negotiations with a potential buyer of all of the business of the Company relating to automated sample preparation. The potential buyer is a company operating in the field of molecular diagnostic.

In the transaction, it is proposed that the Company will retain all existing liabilities in respect of the business and the Company will accordingly use the purchase price to cover such liabilities. Currently, and subject to the further development, the final agreement and other factors such as exchange rate, the Company expects that the net result of the transaction after deduction of the Company's liabilities will be in the amount of approximately NOK 30 - 35 million. There can be given no guarantee that the actual net result of the transaction will be within this range.

In the transaction, it is further expected that the Company will give certain customary warranties, but it is agreed between the parties that the general liability for the Company will not exceed 10% of the purchase price and that the warranty period will expire 6 months after completion of the transaction. It is further proposed that 10% of the purchase price is placed in escrow for the duration of the warranty period. The Company may propose to distribute the remaining funds of the Company to its shareholders as far as possible and appropriate following the completion of the transaction. The Company will provide an update in this respect and the relevant funds in due course after completion of the transaction.

If the transaction is authorized by the general meeting, and if the parties subsequently enter into binding agreements, the transaction would be expected to be completed during the first half of May. In such case, the Board of Directors intends to withdraw the rights issue resolved in the extraordinary general meeting on 16 April 2012.

For further information, please contact:
CEO Mårten Wigstøl, Phone: +47 911 65775