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Fisher Scientific Expands Presence in Molecular Diagnostics

Posted on: Thursday, 16 March 2006, 09:00 CST

Fisher Scientific International Inc. (NYSE: FSH) announced two transactions that will significantly enhance its capabilities in molecular diagnostics. Fisher has entered into a definitive agreement to acquire privately held Athena Diagnostics, Inc., a leading developer and provider of proprietary molecular diagnostic and immunodiagnostic tests and services, from Behrman Capital for $283 million in cash. Athena has an extensive portfolio of proprietary neurologic, nephrologic and endocrine diagnostic tests targeting such diseases as neurogenetic and neuromuscular disorders as well as Alzheimer's disease, multiple sclerosis, obesity, kidney disease and diabetes. The company had 2005 net revenues of $55 million.

"The acquisition of Athena Diagnostics is consistent with our strategy to expand our offering of high-value, high-margin products and services in growing markets," said Paul M. Montrone, chairman and chief executive officer of Fisher Scientific International. "Building on our extensive suite of life-science and diagnostic products, Athena provides Fisher with a deep portfolio of proprietary genetic and other markers as well as tests to identify those markers."

Grant G. Behrman, managing partner of Behrman Capital, said, "We are proud of Athena's growth and accomplishments in the three years since we have owned the company. As one of the most respected names in the scientific community, Fisher Scientific is an outstanding partner for the company, and we are confident that under its ownership Athena will continue its impressive track record of innovation and clinical excellence."

Athena's strong intellectual property will make Fisher a technology leader in providing personalized, gene-based tests and sophisticated tools and services for molecular biology. Fisher will be well positioned to capitalize on advances in gene-based therapies that drive demand for genetic testing.

Fisher will fund the acquisition with cash-on-hand. The transaction, which is subject to customary closing conditions, is expected to close early in the second quarter. Fisher expects it will have no effect on its 2006 earnings per share and will be slightly accretive to cash earnings per share.

Simultaneous with its acquisition of Athena, Fisher has entered into an agreement to purchase 9 percent of Nanogen, Inc. (Nasdaq: NGEN) for $15 million in cash. Nanogen is a leading provider of advanced molecular diagnostic equipment, microarrays and reagents for diagnostic applications. Fisher and Nanogen will collaborate to expand the use of Athena's proprietary markers and tests.

About Athena Diagnostics

Athena Diagnostics develops and administers sophisticated esoteric tests. Athena's tests encompass the areas of neurogenetic diagnostics that assist in the detection of mutations in the genetic code responsible for certain disorders; peripheral neuropathy and paraneoplastic diagnostics that detect the presence of autoantibodies that may attack the nervous system; Alzheimer's disease diagnostics; and neutralizing antibody detection assays used to detect the presence of antibodies to one of the most common therapies for relapsing-remitting multiple sclerosis. Headquartered in Worcester, Mass., the company has approximately 200 employees. Additional information about Athena Diagnostics is available on the company's Web site at www.athenadiagnostics.com.

About Nanogen, Inc.

Nanogen's advanced technologies provide researchers, clinicians and physicians worldwide with improved methods and tools to predict, diagnose, and ultimately help treat disease. The company's products include real-time PCR reagents, the NanoChip(R) electronic microarray platform and a line of rapid, point-of-care diagnostic tests. Nanogen's 10 years of pioneering research involving nanotechnology holds the promise of miniaturization and continues to be supported for its potential for diagnostic and biowarfare applications. For additional information please visit Nanogen's Web site at www.nanogen.com.

Fisher Scientific: A World Leader in Serving Science

Fisher Scientific International Inc. (NYSE: FSH) is a leading provider of products and services to the scientific community. Fisher facilitates discovery by supplying researchers and clinicians in labs around the world with the tools they need. We serve pharmaceutical and biotech companies; colleges and universities; medical-research institutions; hospitals; reference, quality-control, process-control and R&D labs in various industries; as well as government agencies. From biochemicals, cell-culture media and proprietary RNAi technology to rapid-diagnostic tests, safety products and other consumable supplies, Fisher provides more than 600,000 products and services. This broad offering, combined with Fisher's globally integrated supply chain and unmatched sales and marketing capabilities, helps make our 350,000 customers more efficient and effective at what they do.

Founded in 1902, Fisher Scientific is a FORTUNE 500 company and is a component of the S&P 500 Index. With approximately 19,500 employees worldwide, the company had revenues of $5.6 billion in 2005. Fisher Scientific is a company committed to delivering on our promises -- to customers, shareholders and employees alike. Additional information about Fisher is available on the company's Web site at www.fisherscientific.com.

About Behrman Capital

Based in New York City and San Francisco, Behrman Capital was founded in 1992 by Grant G. and Darryl G. Behrman. The firm invests in management buyouts, leveraged buildups and recapitalizations of established growth businesses. The company's investments are focused primarily in four industries: information technology, contract manufacturing, outsourcing, and healthcare. The firm currently has a combined capital base of $1.8 billion.

Forward-looking Statements

This announcement includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All such statements are based on current expectations and projections about future events. No assurances can be given that Fisher Scientific's assumptions and expectations will prove to have been correct, and actual results could vary materially from these assumptions and expectations. Important factors that could cause actual results to differ materially from the results predicted include challenges presented by our acquisitions; economic and political risks related to our international operations; changes in the healthcare industry; the impact of government regulation; dependence on our customers' research and development efforts; and changes or disruptions in our relationships with our customers, suppliers and key employees, together with other potential risks and uncertainties, all of which are detailed under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Fisher Scientific's annual reports on Form 10-K and its other filings with the Securities and Exchange Commission. Copies of such reports are available on Fisher Scientific's Web site at www.fisherscientific.com and on the SEC's Web site at www.sec.gov. Fisher Scientific undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Source: Business Wire

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