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MediCult Acquires US-Based MidAtlantic Diagnostics to Further Strengthen ART Presence
Date:9/25/2008

Atlantic Diagnostics, to purchase the entire issued share capital for an up-front consideration of DKK 46 million in cash (USD 9 million) and deferred payments over a 3 year period of DKK 30 million (USD 6 million) in cash and DKK 2,5 million (USD 0,5 million) in MediCult shares. Of the upfront payment, DKK 40 million is being financed through a 5 year loan agreement with Danske Bank at a variable interest rate linked to CIBOR (Copenhagen InterBank Offered Rate). No agency fees have been paid by MediCult to any third party in the arrangement of the acquisition or the financing.

Based on preliminary estimates, MidAtlantic Diagnostics is expected to contribute to MediCult group proforma full year revenues of approximately DKK 68 million (USD 13,5 million) in sales for 2008 and DKK 12,7 million (USD 2,5 million) in EBIT before any inventory charges. MediCult expects to incur one-time legal and auditing fees of approximately DKK1 million (USD 0,2 million) at or before closing in connection with the transaction. The effective transaction date will be September 30th 2008, thus providing a 4th quarter effect of the MidAtlantic Diagnostics business on the MediCult accounts (fully acknowledging standard IFRS practice of writing acquiree's inventory up from cost to sales price at the time of take over).

Following the acquisition, MidAtlantic Diagnostics will become a wholly-owned subsidiary of MediCult and remain at its current location in Mount Laurel, New Jersey. The company resides within an 11,000 sq feet rented building containing offices, warehouses and cleanroom production facilities. Terry Fortino will hold the position of CEO of MidAtlantic Diagnostics and Executive Vice President in the MediCult group after completion of the transaction.
Closing of the transaction is expected at the latest November 15, 2008.

Transaction Rationale

MidAtlantic Diagnostics is a strategic fit for MediCult on several levels:

- Providing MediCul
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SOURCE MediCult a/s
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