August 15, 2008 — Nanogen, Inc. , developer of diagnostic products involving nanotechnology, biomarkers, and molecular biology, and The Elitech Group, (www.elitechgroup.com) a private French diagnostics company, announced a definitive agreement to combine the two companies. The combination will create a global provider of products to the molecular, point-of-care, clinical chemistry and microbiology diagnostics markets with expected first year revenues of more than $150 million and positive EBITDA.
The transaction combines Nanogen’s technology in molecular and point-of-care diagnostics with the strong revenue and profit base stemming from The Elitech Group’s global manufacturing, sales and distribution of IVD products for the clinical chemistry and microbiology markets. The board of directors of both companies unanimously approved the agreement to combine the two companies.
The combination is structured as a tax free stock for stock exchange of shares of Nanogen common stock for all of the Elitech capital stock and is a reverse acquisition of Nanogen by The Elitech Group. The combination is expected to create a transatlantic company that will continue to be listed on NASDAQ. The name of the combined company has not yet been determined.
“The combination with Elitech will accelerate the transition of Nanogen into a global, profitable diagnostics company with the critical mass needed to bring our molecular and point-of-care technologies to customers worldwide,” said Howard Birndorf, Nanogen’s chairman and CEO. “I believe the resulting combination will create value for our shareholders, customers and employees.”
“This is a true example of synergy between two companies in the in vitro diagnostics industry,” commented Pierre Debiais, president of Elitech. “We are delighted to be able to combine Nanogen’s technology strength with our market reach in the international marketplace and collectively deliver the critical mass required to address the US diagnostic market.”
Elitech shareholders are expected to receive shares of Nanogen common stock that have a value of €66.5 million.
The combined company will be headquartered in San Diego under the leadership of Pierre Debiais as CEO. Michael Saunders, currently group vice president of marketing and business development for The Elitech Group will become COO, with a focus on European business and global commercial operations. David Ludvigson, currently president and COO for Nanogen, will become COO, with a focus on the United States business and global business and finance. Nick Venuto, currently vice president, CFO of Nanogen, will serve in the same capacity for the combined entity.