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Inverness Medical Innovations, Inc. (IMA) to Acquire ACON Laboratories, Inc.'s Rapid Diagnostics Business for About $200 Million


3/20/2009 7:55:49 AM

WALTHAM, Mass., March 19 /PRNewswire-FirstCall/ -- Inverness Medical Innovations, Inc. , a global leader in enabling individuals to take charge of their health at home through the merger of rapid diagnostics and health management, announced today that it has entered into a definitive agreement with ACON Laboratories, Inc. and certain affiliates to acquire ACON's world-wide business of researching, developing, manufacturing, marketing and selling lateral flow immunoassay diagnostic test kits for the consumer, point-of-care and laboratory markets. The acquired business includes tests sold within Inverness' focus areas of infectious disease, cardiology, drugs of abuse and women's health. In March 2006, Inverness acquired ACON's rapid diagnostics business for the United States, Canada, Europe (excluding Russia, the former Soviet Republics that are not part of the European Union and Turkey), Australia, Israel, Japan and New Zealand (the "First Territory"). As part of that transaction, Inverness and ACON entered into an agreement that provided that in the event certain financial performance and operating conditions were satisfied, Inverness would agree to buy and ACON would agree to sell ACON's rapid diagnostics business for the remainder of the world (the "Second Territory"). This "Second Territory" includes China, Asia Pacific, Latin America, South America, the Middle East, Africa, India, Pakistan, Russia and Eastern Europe.

ACON will retain its other worldwide in-vitro diagnostics businesses including diabetes, clinical chemistry and immunoassay products.

The acquisition is expected to close on or about April 30, 2009 and is subject to customary closing conditions.

The aggregate purchase price for the acquired business will approximate $200 million, subject to final determination of ACON financial results for calendar year 2008, as well working capital and other customary adjustments. Inverness does not presently intend to obtain financing from outside sources for this acquisition. Instead, Inverness expects to self-finance the transaction from cash on hand and its ongoing cash flows, and has the ability to pay a portion (up to approximately 34%) of the purchase price in shares of Inverness common stock valued as of the date that the shares are issued. The purchase price will be paid in a series of payments, the first to occur at Closing and the last to occur in October 2011.

Ron Zwanziger, Chief Executive Officer of Inverness, stated: "We have been very pleased with our first acquisition from ACON in 2006. Our initial success combined with our ongoing business relationship with ACON made the decision to proceed with the Second Territory an easy one. ACON's 2008 revenues for this business were approximately $45 million at attractive operating margins. We are very pleased to have entered into this agreement, particularly when considering today's worldwide economic challenges, and similar to the 2006 acquisition, we are confident that this transaction will prove beneficial to employees, customers, ACON, Inverness and its investors."

About Inverness Medical Innovations

By developing new capabilities in near-patient diagnosis, monitoring and health management, Inverness Medical Innovations enables individuals to take charge of improving their health and quality of life at home. Inverness' global leading products and services, as well as its new product development efforts, focus on infectious disease, cardiology, oncology, drugs of abuse and women's health. Inverness is headquartered in Waltham, Massachusetts.

For more information about Inverness Medical Innovations, please visit our website at http://www.invernessmedical.com.

About ACON

ACON is a leading provider of diagnostic products that include among others Blood Glucose Monitoring, Clinical Chemistry including Urinalysis, and Immunoassay products to markets around the world. ACON is committed to providing its customers with high quality, custom-designed, cost-effective diagnostic products. The Company's dedication to providing innovative solutions with the highest quality standards ensures that ACON meets its customers' diverse needs.

ACON products are produced in the first U.S. FDA-registered manufacturing facility for diagnostic and medical products in China, which is also ISO 13485:2003 certified. These products have made medical diagnostics more available for customers in over 100 countries. ACON excels in specialized custom design and contract manufacturing and utilizes advanced engineering and design techniques to meet the unique specifications of customers in today's global health care markets.

ACON is located in San Diego, California. For additional information on ACON and our products, please visit our website at www.aconlabs.com or call (858) 875-8000.

Cautionary Note Regarding Forward-Looking Statements

This press release may contain forward-looking statements within the meaning of the federal securities laws, including statements regarding potential synergies and benefits of the proposed acquisition of ACON's rapid diagnostic test business. These statements reflect Inverness' current views with respect to future events and are based on its management's current assumptions and information currently available. Actual results may differ materially due to numerous factors including, without limitation, risks associated with market and economic conditions; the ability of Inverness and ACON to satisfy the conditions to the proposed acquisition; Inverness' ability to integrate this and other acquisitions and to recognize expected benefits; the risks and uncertainties described in Inverness' annual report on Form 10-K for the year ended December 31, 2008; and other factors identified from time to time in its periodic filings with the Securities and Exchange Commission. Inverness undertakes no obligation to update any forward-looking statements contained herein.

CONTACT: Doug Guarino of Inverness Medical Innovations, Inc.,
+1-781-647-3900

Web site: http://www.invernessmedical.com/


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