Vision BioSystems Acquires the Business and Assets of ImmunoVision Technologies Inc.

    MELBOURNE, Australia, June 5 /PRNewswire/ -- Vision Systems Limited
 subsidiary, Vision BioSystems, effective from 2 June 2006 has acquired the
 business and assets of privately held, USA based, ImmunoVision Technologies
 Inc., in a cash transaction payable by instalments over four years.
     Acquisition Rationale
     The acquisition rounds out Vision BioSystem's internationally
 competitive range of pathology laboratory automation instruments and
 companion reagents. It will add a number of high value reagent products to
 Vision BioSystem's portfolio including the market leading PowerVision
 polymer based visualisation reagent used in immunohistochemistry staining
 and will bring platform chemistries that complement Vision BioSystem's
 Novocastra antibody range.
     The acquisition will ensure the reliability of supply of a key
 component of Vision BioSystem's Bond(TM) visualisation system and is
 expected to deliver improved combined margins through vertical integration.
     Vision BioSystems Growth Strategy
     "The acquisition of the ImmunoVision Technologies business is
 consistent with our strategy of expanding our offering of high value, high
 margin products in the Histology market", said Michael Ohanessian, CEO
 Vision BioSystems. "The PowerVision visualisation system is currently used
 on our Bond(TM) advanced staining system, and has been an important
 ingredient in achieving tissue staining of the highest quality and
 clarity".
     Acquisition Financial Details
     The present value of the purchase consideration, staggered over four
 years, is $56 million using a discount rate of 6%. The acquisition will be
 immediately earnings per share accretive and should positively impact
 fiscal 2007 earnings for VSL by $6 million at the EBITA line growing to
 over $10 million by 2010. The consideration of $66.6 million is made up of
 an upfront payment of A$13.3 million plus four annual payments of A$13.3
 million (the last being in 2010).
     Histology Market Profile
     Histology is defined as the study of tissue structures/morphology and
 is an important technique in assisting pathologists and oncologist with the
 diagnosis of cancer and infectious diseases. Using various reagent tests,
 the anatomical pathologist examines tissue samples to look for structural
 and molecular changes in cells to assist in diagnosis. Histology, and IHC
 staining in particular for cancer detection, is the method of choice for
 accurate diagnosis of solid tumours. The international histology market for
 laboratory automation instruments and associated reagents is in excess of
 $1billion per year and growing at over 10%pa.
     Polymer Based Detection
     Polymer detection technology is an advancement in immunohistochemical
 visualisation chemistry. Polymer detection, unlike conventional biotin
 based systems are far more effective at eliminating background staining and
 thus delivering a cleaner, higher quality image. In addition, polymer based
 detection offers increased sensitivity as compared with conventional
 methods. ImmunoVision Technologies has a unique polymer-enzyme-protein
 conjugation methodology which produces versatile detection systems capable
 of intense nuclear, cytoplasmic, and membrane antigen staining.
     Vision BioSystems Profile
     Vision BioSystems develops, manufactures and distributes instruments
 and reagents to clinical histopathology and research laboratories
 worldwide. Vision's products are used for tissue preparation and staining
 to assist with the diagnosis of cancer and infectious diseases. Vision
 BioSystems also provides contract manufacturing services to global clients
 in the broader in vitro diagnostics and life sciences fields.
     For further information, contact
 
     Dr James Fox                   Mr C Euan Pizzey
     Managing Director              Director of Finance
     Vision Systems Limited         Vision Systems Limited
     Telephone: +61 3 9211 7018     Telephone: +61 3 9211 7020
     Facsimile: +61 3 9211 7001     Facsimile: +61 3 9211 7001
 
 

SOURCE Vision Systems Limited

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