SAN DIEGO, CA, and TORONTO, ON, Dec. 20 /CNW/ - Nanogen, Inc. (Nasdaq:
NGEN) and Spectral Diagnostics Inc. (TSX: SDI) today announced the signing of
a definitive agreement whereby Nanogen will acquire Spectral's rapid cardiac
immunoassay test business, including the cardiac STATus, Decision Point(TM)
and i-Lynx(TM) product lines. Nanogen will assume related sales, marketing and
manufacturing activities. The transaction is expected to close during the
first quarter of 2006 and is subject to approval by Spectral's shareholders
and other customary closing conditions. The total consideration for the
transaction is CDN$9 million, comprised of CDN$5.65 million in cash and
CDN$3.35 million in Nanogen common shares.
"We are excited about acquiring the Spectral cardiac test business. This
acquisition is part of our continuing strategy to acquire product lines and
businesses to complement and accelerate our growth strategy to become a
leading advanced diagnostics company," said David Ludvigson, Nanogen's
President and Chief Operating Officer. "The Spectral point of care products
are noted for their quality and, when combined with our Status First(TM)
Congestive Heart failure test, will significantly expand our offering and
market position for the rapid diagnosis of cardiac conditions."
"We are very pleased with this agreement. It will significantly improve
Spectral's financial position and enable us to move quickly to successful
commercialization of our unique EAA Sepsis assay and West Nile products. We
will also maintain our proprietary reagent business, highlighted by the
Company's single chain Troponin I products" stated Dr. Paul Walker, Spectral's
President and Chief Executive Officer. "We expect this transaction to enhance
Spectral shareholder value, as we execute on our strategic plans for our new
products", continued Dr. Walker.
About Nanogen, Inc.
-------------------
Nanogen's advanced technologies provide researchers, clinicians and
physicians worldwide with improved methods and tools to predict, diagnose, and
ultimately help treat disease. The Company's products include real-time PCR
reagents, the NanoChip(R) electronic microarray platform and a line of rapid
diagnostic tests. Nanogen's ten years of pioneering research involving
nanotechnology holds the promise of miniaturization and continues to be
supported for its potential for diagnostic and biowarfare applications. For
additional information please visit Nanogen's website at www.nanogen.com.
About Spectral Diagnostics, Inc.
--------------------------------
Spectral is a developer of innovative technologies for comprehensive
disease management. Spectral provides accurate and timely information to
clinicians enabling the early initiation of appropriate and targeted therapy.
Spectral's common shares are listed on The Toronto Stock Exchange: SDI. For
additional information please visit Spectral's website at www.spectraldx.com.
Contacts:
Nanogen Inc.
Robert Saltmarsh Pam Lord
Chief Financial Officer Atkins + Associates
Nanogen, Inc. Media & Investor Relations
858-410-4600 858-527-3497
rsaltmarsh(at)nanogen.com plord(at)irpr.com
Spectral Diagnostics Inc.
Dr. Paul Walker Tony Businskas
Chief Executive Officer Chief Financial Officer
(416) 626-3233, Ext. 296 (416) 626-3233, Ext. 364
pwalker(at)spectraldx.com tbusinskas(at)spectraldx.com
Spectral management will hold a corporate update teleconference call for
its investors today, December 20, 2005 at 2:00 p.m. EST. The call-in
information is: Local International Dial In: (416) 642-5213/North American
Toll Free: (866) 321-8231.
Forward-Looking Statements
This press release contains forward-looking statements that are subject
to risks and uncertainties, including statements regarding future financial
and operating performance. These forward-looking statements are based on
current expectations and speak only as of the date hereof. Actual results may
differ materially from those set forth in the forward-looking statements, as a
result of various factors and uncertainties, including whether Spectral's
shareholders will approve the transaction, whether the integration of the
Rapid Cardiac Diagnostic business will be accomplished in an efficient and
effective manner, whether the transition to Nanogen of Spectral products and
customers for manufacture and marketing purposes will be successful, whether
former employees of Spectral can be retained by Nanogen, uncertainty
concerning the scope of intellectual property related to the biological
markers and product platforms used for rapid immunodiagnostic assays employing
lateral flow technology, whether rapid diagnostic technology will be
successfully commercialized, whether patents owned or licensed by Nanogen or
Spectral will be developed into products, whether the patents owned by Nanogen
or Spectral offer any protection against competitors with competing
technologies, whether products under development can be successfully developed
and commercialized, and whether unforeseen problems may impact the timing of
planned product launches and other risks and uncertainties discussed in the
case of Nanogen under the caption "Factors That May Affect Results" and
elsewhere in Nanogen's Form 10-K or Form 10-Q most recently filed with the
Securities and Exchange Commission and in the case of Spectral under the
caption "Risk Factors" and elsewhere in Spectral's Annual Information Form
most recently filed with the Canadian securities regulatory authorities. These
forward-looking statements speak only as of the date hereof. Nanogen and
Spectral disclaim any intent or obligation to update these forward-looking
statements.
%SEDAR: 00002006E
