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NorDiag acquires Genpoint
Bergen, 2 March 2007; NorDiag has entered into an agreement to acquire the diagnostic company Genpoint AS. The acquisition will strengthen NorDiag’s technological platform and reduce time to market for a fully automated genetic test for screening of colorectal cancer (Screenfec). The combined company will have a broader product portfolio in cancer and infectious diagnosis, as well as internationally extended management and R & D resources. The ambition is to build a leading gene based diagnostics company in 3- 5 years.
The agreement implies that NorDiag acquires minimum 90.1 percent of the outstanding shares in Genpoint. Provided that all the Genpoint shareholders agrees to sell their shares, a total of 9.8 million NorDiag shares will be issued as consideration to the Genpoint shareholders. The total consideration for all Genpoint shares is equal to NOK 83.3 million. New shareholders in NorDiag include, Start-fondet, Biovekst, Mattias Uhlen and Braganza.
In addition, NorDiag has allocated 3,839,938 shares at a price of NOK 8.50 per share in a private placement. The proceeds from the private placement will be used to finance roll-out of new products and faster growth. Total proceeds from the private placement will be NOK 32,6 million. The placement was over-subscribed.
The Board will call for an Extraordinary General Meeting on 16 March 2007 to approve the transactions and to elect Jan Olav Steensland, J. Frode Vaksvik and Mattias Uhlen as new Board members of NorDiag.
Upon completion of the transactions described above, the company will conduct a rights issue of shares of up to NOK 10 million with subscription price of NOK 8.50 per share.
NorDiag and Genpoint entered into collaboration in August 2006 to automate and improve NorDiag’s method of isolation of human DNA from samples. NorDiag’s goal is to supply an integrated solution to laboratory partners containing instruments, software and reagents. Genpoint has a proven expertise in sample preparation using magnetic beads. The Genpoint technology makes it possible to isolate DNA from difficult biological samples efficiently, and Genpoint has received international industry acceptance. Magnetic Biosolutions AB, which was acquired by Genpoint in November 2006, offers the combined company significant expertise in sample preparation robotization.
The combined company will have outstanding technology in DNA sample collection, preparation and analysis. This will make it possible for NorDiag to create an automated offering to laboratory partners for genetic tests, both an improved third generation of its diagnostic Genefec test, and its future screening product Screenfec. Colorectal cancer affects one in 20 persons in the Western world, with around 1 million new cases every year. Governments all over the Western world are considering screening programs, and NorDiag’s gene based test offer considerable benefits over traditional tests.
Moreover, the combined company will have enhanced opportunities to broaden its product portfolio. Genpoint already have technology for sample preparation in infectious diseases, and NorDiag is working on solutions related to other cancer types like pancreas and lung cancer. Together the two companies will have extended resources, both with respect to competence and with respect to intellectual property rights, with an international profile.
As part of the transaction, Mårten Wigstøl is appointed Group CEO of the combined company. Wigstøl is currently Chairman of the Board in both NorDiag and Genpoint. Christian Horn, today’s CEO in NorDiag, will continue as Senior Vice President M&A/Strategic Affairs, to increase focus on acquisitions and strategic collaborations as an important part of NorDiag’s growth strategy.
Pro forma financial figures for the twelve month period ending 31 December 2006 are attached to this release. A company presentation is attached to this release.
For further information, please contact: CEO Christian Horn, NorDiag ASA, +47 901 63 153 or Chairman Mårten Wigstøl, Genpoint AS +47 911 65 775
About NorDiag:
NorDiag is a biotechnology company with focus on early detection of cancer. The company`s first products are Genefec and GeneOpsy, for genetic diagnostics of colorectal cancer. In addition the company has R&D programmes for new technology and products for lung- and pancreatic cancer. NorDiag is listed on the Oslo Stock Exchange with the ticker NORD. See www.nordiag.no
About Genpoint AS:
Genpoint specializes in automated sample preparation of DNA from difficult biological samples such as stool. The company’s patented `Bugs`n Beads` technology is based on specially coated paramagnetic particles capable of isolating virtually any organism from almost any matrix. For more information, please see www.genpoint.com