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Gen-Probe Launches Cash Tender Offer to Acquire Belgian Molecular Diagnostics Company Innogenetics
Date:6/3/2008

he European molecular diagnostics market, which we estimate is growing at roughly double the rate of the U.S. market," said Hank Nordhoff, Gen-Probe's chairman and chief executive officer. "In addition, the proposed acquisition would provide access to a number of complementary products, technologies and markers that are generating revenue today or that we believe could be commercialized in the future."

Gen-Probe's offer represents a 7% premium to Innogenetics' per share closing price of EUR 5.71 on June 2, 2008, a 6% premium to the conditional EUR 5.75 per share offer made by Solvay Pharmaceuticals S.A. on April 25, 2008, and a 41% premium to Innogenetics' unaffected average share price of EUR 4.33 in the three months prior to the announcement of Solvay's offer.

"We believe our offer represents full and fair value for all Innogenetics shareholders, while providing additional value over the offer recently made by Solvay," Nordhoff said. "Moreover, we believe Gen-Probe's well-established expertise and track record in molecular diagnostics would offer Innogenetics' customers and employees the best opportunity for long-term success."

Innogenetics' key diagnostic products include CE-marked genotyping assays for infectious diseases such as hepatitis C and B, and human papillomavirus (HPV). The company also sells genetic tests for cystic fibrosis and tests for human leukocyte antigens (HLA) that are used to establish tissue compatibility in organ transplants. Innogenetics recently received CE marking for its first assay on its new "4-MAT" microarray platform. Innogenetics holds a PCR license from Roche and an xMAP(R) multiplex technology license from Luminex. Innogenetics recently announced a restructuring and closure of its therapeutics subsidiary, GENimmune, in order to focus on diagnostics product opportunities.

Gen-Probe has filed a draft takeover prospectus with the CBFA, Belgium's Banking, Finance and Insurance Commission. The proposed acq
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