| Back to Press Releases Trinity Biotech Acquires Clark Laboratories Dublin, Ireland, February 24, 1997 P.R. Newswire. Trinity Biotech (NASDAQ:TRIBY) today announced that it has acquired Clark Laboratories, Inc. ("Clark") for approximately $6.2m in stock and cash. Clark, based in Jamestown, NY, is a leading manufacturer of infectious disease and auto- immune diagnostic kits. For the year ended June 30 1996, Clark earned $237,000 on revenues of $3,894,000. The acquisition will be immediately earnings enhancing to Trinity. The acquisition brings a number of major benefits to Trinity. Most importantly, Clark has an exclusive agreement with Wampole Laboratories ("Wampole"), a division of Carter Wallace (NYSE:CAR), pursuant to which it supplies Warnpole with all of Clark's current range of FDA approved diagnostic kits in the US. In addition, Clark's 24,000 sq. ft. FDA- and ISO 9001registered facility in Jamestown, NY gives Trinity a sign)ficant base from which to expand its U.S. operations. There are also many operational synergies: Clark's products are applicable in the international markets that Trinity already serves and many of Clark's products have potential rapid applications that Trinity will have the opportunity to adapt to its proprietary Uni-Gold rapid format. As a result of the acquisition, Trinity will acquire 7% ownership of CLI Oncology ("CLI"), a private company established by Clark and its shareholders to develop a patented technology related to the diagnosis of cancer. CLI has identified a marker that indicates whether a tumor is spreading. A test utilizing this marker could have significant implications for the treatment of cancer patients. Pursuant to the purchase agreement between Trinity and Clark, Trinity will issue 1,427,142 shares of common stock in exchange for 100% of the outstanding shares of Clark and Trinity will redeem the preferred stock for approximately $1,500,000 in cash. Approximately two thirds of the issued shares will be the subject of a 1 to 2 year lock up and can be bought back by Trinity at any time over the next 2 years at a premium ranging from 13% to 25% of the issued price. Commenting on the acquisition, Ronan O'Caoimh, CEO of Trinity, stated, "In addition to being immediately earnings enhancing, Clark gives Trinity a substantial presence in the U.S. The agreement with Carter Wallace is especially attractive, and we hope to develop and expand it to encompass Trinity's own proprietary tests. In addition, through our worldwide distributor network, Trinity intends to increase international sales of Clark's products." Bill Daly, CEO of Clark, stated, "The sale of Clark to Trinity allows the shareholders of both companies to take advantage of synergies made possible by this combination. The infrastructure created at Clark - large menus of infectious disease and autoimmune disease diagnostic test kits, a modern, 24,000 square foot manufacturing facility which can be easily expanded, ISO 9001 registration, an extensive foreign distribution network, and an exclusive US distribution agreement with Carter Wallace - gives Trinity a sign)ficant presence in the US diagnostics market". - 2 - John Bridgen, Ph.D., President of Wampole Laboratories, a division of Carter Wallace commented on the transaction by saying, "Trinity now becomes part of the close relationship established between Clark and Wampole. Discussions have begun already amongst the parties relating to Trinity's clinical laboratory products". Trinity Biotech develops, manufactures and markets diagnostic tests for the point-of-care, over- thecounter and clinical laboratory markets. For further details call: Jonathan O'Connell XOO 603 8076 Robert Long 212 463 9733 Trinity Biotech Announces Collaboration with Calypte Biomedical |