SAN DIEGO and BOTHELL, Wash., Dec. 17 /PRNewswire-FirstCall/ --
Nanogen, Inc. (Nasdaq: NGEN) and Epoch Biosciences, Inc. announced today that
they have completed their merger transaction, creating an advanced diagnostics
company with the ability to address customer needs spanning the research,
clinical reference laboratory and point-of-care markets. The molecular
diagnostic products of the combined company address customer needs ranging
from single, real-time tests to complex molecular tests performed on Nanogen's
advanced microarray systems. The merger enlarges the company's existing
product line with the addition of 25 real-time analyte specific reagent
products and other technologies for genetic analysis from Epoch Biosciences.
The combined company is expected to enjoy the benefit of having strong
operating synergies in sales and marketing due to the shared customers and
common customer base. The enlarged product portfolio will provide Nanogen's
direct sales force with more solutions to meet customer needs and the ability
to develop deeper customer relationships, permitting a better utilization of
the company's existing infrastructure. Additional benefits are expected
through the elimination of duplicate general and administrative activities.
The merger follows Nanogen's acquisition of SynX in April 2004. In each
case, Nanogen is seeking to build its product line in order to differentiate
itself as a leading provider of both molecular and proteomic diagnostic
products. The SynX acquisition offered Nanogen access to the point-of-care
market with its pipeline of complementary products that are initially focused
on cardiac related health conditions. The Epoch merger enhances the molecular
diagnostic product offerings and adds numerous large customers. The Epoch
merger will result in an immediate increase in revenue for Nanogen. During
the first nine months of 2004, Epoch had revenues of approximately
"The combination of Epoch and Nanogen is a continuation of our strategy to
build critical mass," said Howard Birndorf, chairman and chief executive
officer of Nanogen. "This merger will allow us to better leverage our
infrastructure, will offer immediate benefits to our customer base and will
immediately contribute to revenue growth."
William Gerber, president and chief executive officer of Epoch Biosciences
stated, "The addition of Nanogen's direct sales force should accelerate the
adoption of Epoch products by clinical and research laboratories, and the
combined organization's broad product line can better address the growing
demands of the molecular diagnostics market."
Nanogen has a market capitalization of approximately $350 million at
current market prices and is expected to have approximately $50 million in
cash at the end of the fourth quarter 2004. Approximately 13.6 million shares
of Nanogen stock were issued to complete the merger, the lower end of the
previously negotiated exchange ratio.
Seven Hills Partners LLC acted as the financial advisor to Nanogen in this
transaction. Molecular Securities Inc. acted as the financial advisor to
Epoch Biosciences on this transaction.
About Nanogen, Inc.
Nanogen's advanced diagnostics provide physicians and patients worldwide
with sophisticated information to predict, diagnose and treat disease.
Research and clinical reference labs use the highly accurate and reliable
NanoChip(R) Molecular Biology Workstation, NanoChip(R) Electronic Microarray
and broad suite of analyte specific reagents to develop tests to detect
infectious diseases, drug toxicity and mutations associated with cancer,
cardiovascular and genetic diseases. The next generation instrument system,
the NanoChip(R) 400, is expected to be available in 2005. Nanogen's
subsidiary SynX offers a line of point-of-care diagnostic tests and is
building expertise in cardiac related health conditions. Nanogen's ten years
of pioneering research involving nanotechnology may also have future
applications in medical diagnostics, biowarfare and other industries. For
additional information please visit Nanogen's website at www.nanogen.com.
This press release contains forward-looking statements that are subject to
risks and uncertainties that could cause actual results to differ materially
from those set forth in the forward-looking statements, including whether the
acquisition of Epoch Biosciences will achieve the synergies and other benefits
anticipated, whether patents owned or licensed by Nanogen will be developed
into products, whether the patents owned by Nanogen offer any protection
against competitors with competing technologies, whether products under
development can be successfully developed and commercialized, whether results
reported by our customers or partners can be identically replicated, and other
risks and uncertainties discussed 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. These forward-looking statements
speak only as of the date hereof. Nanogen disclaims any intent or obligation
to update these forward-looking statements.
SOURCE Nanogen, Inc.; Epoch Biosciences, Inc.