SAN DIEGO, and BOTHELL, Wash., Oct. 22 /PRNewswire-FirstCall/ -- Nanogen, Inc. , a developer of advanced diagnostic products, and Epoch Biosciences, Inc. , a provider of proprietary products that accelerate genomic analysis, today announced that each company will hold a special meeting of its stockholders on Wednesday, December 8, 2004, to consider and vote on certain matters in connection with the proposed merger of Epoch Biosciences with a subsidiary of Nanogen, pursuant to the Agreement and Plan of Merger and Reorganization, dated as of September 7, 2004, among Nanogen, Empire Acquisition Corp., a wholly-owned subsidiary of Nanogen, and Epoch Biosciences. Pursuant to the proposed merger, each share of Epoch common stock outstanding at the effective time of the merger will be converted into the right to receive a fraction of a share of Nanogen common stock and Epoch will become a wholly owned subsidiary of Nanogen. Nanogen and Epoch have each set the close of business on Tuesday, October 26, 2004 as the record date for the determination of stockholders entitled to notice of and to vote at the respective special meetings of stockholders.
Nanogen and Epoch will send a definitive joint proxy statement/prospectus to stockholders of record of both companies. The proxy statement/prospectus will contain important information about the proposed merger. Stockholders are urged to read the joint proxy statement/prospectus when it becomes available. The joint proxy statement/prospectus also will include the times and locations of the special meetings.
Additional Information and Where to Find It
In connection with the proposed merger of Nanogen and Epoch, Nanogen has filed with the Securities and Exchange Commission ("SEC") a registration statement on Form S-4, which includes a prospectus of Nanogen and a joint proxy statement for each of Nanogen's and Epoch's special stockholder meetings. Investors and security holders are advised to read the registration statement, prospectus and joint proxy statement because they contain important information about the proposed merger. Investors and security holders may obtain a free copy of the registration statement, prospectus and joint proxy statement and other documents filed by Nanogen and Epoch with the SEC at the SEC's web site at http://www.sec.gov/. Free copies of the registration statement, prospectus and joint proxy statement and other documents filed by Nanogen with the SEC may also be obtained from Nanogen by directing a request to Nanogen, Attention: Larry Respess, Secretary, 858-410-4600. Free copies of the joint proxy statement and other documents filed by Epoch with the SEC may also be obtained from Epoch by directing a request to Epoch, Attention: Bert Hogue, Chief Financial Officer, 425-482-5555.
Nanogen and Epoch and the directors and executive officers of each may be deemed to be soliciting proxies from Nanogen's and Epoch's stockholders in favor of the proposed merger. Information regarding the identity of these persons, and their interests in the solicitation, is set forth in a Schedule 14A filed with the SEC, as well as the Form S-4, and available free of charge at the SEC website and public reference rooms, and from the corporate secretaries of Nanogen and Epoch.
About Nanogen, Inc. (Pre-Merger)
Nanogen develops advanced in vitro diagnostics to 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 and NanoChip(R) Electronic Microarray to develop tests to detect genetic mutations associated with a variety of diseases, such as cystic fibrosis, Alzheimer's and cardiovascular disease. Nanogen's subsidiary SynX offers a line of point-of-care antibody-based 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 http://www.nanogen.com/.
About Epoch Biosciences, Inc. (Pre-Merger)
Epoch Biosciences, Inc. develops and sells proprietary products with commercial applications in the genomics and molecular diagnostics fields. Epoch's technology has numerous applications including the detection of inherited diseases, single nucleotide polymorphisms (SNPs) to identify individuals at risk for disease or adverse drug reactions, and gene expression measurement. Epoch's chemical reagents enhance the performance of genetic analysis procedures, and are compatible with the majority of DNA analysis systems currently employed or under development for research and diagnostic use. Epoch has an established presence in the research market through licenses to leading genomics companies, global distribution agreements and direct sales to end-users. Epoch also participates in the genomic sectors and has entered the diagnostics market. For additional information please visit Epoch's website at http://www.epochbio.com/.
Forward Looking Statement
This document contains forward-looking statements that are made in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Additional information relating to the uncertainty affecting the businesses of Nanogen and Epoch is contained in the respective filings of Nanogen and Epoch with the SEC. Neither Nanogen nor Epoch is under any obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.
Nanogen, Inc.; Epoch Biosciences, Inc.
CONTACT: Robert Saltmarsh, Vice President, Corporate Development ofNanogen, +1-858-410-4600; or Pam Lord, Media & Investor Relations of Atkins +Associates, +1-858-527-3494, firstname.lastname@example.org, for Nanogen; or Bert W. Hogue,Chief Financial Officer of Epoch Biosciences, +1-425-482-5555; or JonathanFassberg, or Brian Korb, both of The Trout Group, +1-212-477-9007, for EpochBiosciences