2009/06/25 - ELITech acquires Nanogen's assets

ELITECH ACQUIRES NANOGEN'S ASSETS

PARIS, FRANCE – June 25, 2009 – The ELITech Group, a French privately held group of companies and worldwide manufacturer and distributor of in vitro diagnostic equipment and reagents, announces that an order has been entered in the Bankruptcy Court of the District of Delaware approving its acquisition of substantially all of the assets of Nanogen, Inc. (Pink Sheets: NGEN), Epoch Biosciences, Inc., and Nanotronics, Inc., including Nanogen Advanced Diagnostics S.r.l., a wholly-owned subsidiary of Nanogen, Inc., under the terms of an asset purchase agreement dated May 13, 2009.  This court order now clears the way for ELITech to complete the acquisition of Nanogen and, subject to customary closing conditions, the parties expect to close the transaction on or about June 30^th, 2009.

The assets acquired by the ELITech Group constitute Nanogen's two primary businesses – the Molecular Diagnostic Business and the Point of Care Business. Under the terms of a separate agreement, The Bay City Capital Fund V, L.P., which took part in the financing of the purchase, will acquire the Point of Care Business and certain license rights to the Molecular Diagnostic Business intellectual propriety, while the ELITech Group will own and operate the Molecular Diagnostic Business.

"The acquisition of the Molecular Diagnostic Business will contribute to the ELITech Group with its world class technologies in the fastest growing segment of the in vitro diagnostic market and will strengthen the ELITech Group's competitive position in Europe and North America," said Pierre Debiais, the ELITech Group's President. "In addition to the new ELITech Clinical Systems Range, this acquisition will give the company a full Microbiology Range from specific Culture Media to Multiplexing Serology systems to Infectious Diseases Molecular Diagnostics and will enable ELITech to reach critical mass within Europe and North America and leverage its channels of distribution throughout the rest of the World."

The assets acquired by the ELITech Group include all of the assets of Epoch Biosciences, Inc., a technology company located in Bothell, Washington, and Nanogen Advanced Diagnostics S.r.l., a manufacturing and distribution company with facilities located in Milan and Turin, Italy.

Epoch Biosciences has developed advanced technologies that incorporate its MGB™ Eclipse Probe System and consist of reagents and software for improving molecular analysis, including gene expression and identification of infectious diseases. Epoch owns more than 130 registered patents and sells its products and services to major clinical reference laboratories in the United States that use Epoch's components to manufacture their own diagnostic assays, as well as to international biotech research companies.

Nanogen Advanced Diagnostics is a leader in the European molecular diagnostics market with an extensive range of real-time PCR assays in infectious and genetic diseases that are sold mainly to public hospitals primarily specialized in non-fluid organ transplants.

"The high-quality, novel technology developed by Epoch Biosciences' research team, combined with the development and manufacturing capability of Nanogen Advanced Diagnostics, constitute a solid foundation for ELITech's development in the rapidly expanding molecular diagnostics sector", stated Michael Saunders, the ELITech Group's COO.

"This acquisition has been made possible thanks to the constant support of the ELITech Group's core investors:  Naxicap Partners, IDIA Participations, BNP Paribas Développement, and Synergie Finance, as well as to Natixis and BNP Paribas, which participated in the ELITech Group's senior debt restructuring. Thanks should also be addressed to our American counsel, Scott Brown and Bob Richardson, from the law firm Jackson Walker LLP, in Dallas, Texas, for their far-sighted advice," said Philippe Véran, the ELITech Group's Financial Advisor.

About The ELITech Group

The ELITech Group (www.elitechgroup.com) is a high-growth, profitable in vitro diagnostics company with global sales and distribution capabilities in over 100 countries. The group offers clinical chemistry, microbiology, immunology and electrophoresis products and operates globally, leveraging products from its own clinical chemistry and microbiology equipment and reagents facilities in Europe and North America, as well as complementary third-party products. In May 2007, the ELITech Group acquired Wescor, Inc., Utah (www.wescor.com) to broaden its biomedical product platform and to provide a base for business expansion in North America. In October 2007, the ELITech Group acquired Vital Scientific B.V. in the Netherlands to allow the group to offer a complete clinical chemistry solution. The ELITech Group plans to actively pursue its external growth strategy in the coming years.

For additional information, please contact Pierre Debiais :
(tel. +33 (0) 1 41 45 07 10).