AccuMed, Inc. and Alamar Biosciences, Inc. enter into a definitive agreement

Business Wire, April 24, 1995

CHICAGO--(BUSINESS WIRE)--April 24, 1995-- ACCUMED, INC., a privately-held company and provider of laboratory diagnostics, and Alamar Biosciences, Inc. (NASDAQ: ALMR), a manufacturer and marketer of in vitro diagnostic testing products, jointly announced today they have entered into a definitive agreement to merge. The companies previously announced the intent to merge on February 17.

The surviving entity will be called AccuMed, Inc., and the Alamar and AccuMed product names will be retained. Mr. Peter Gombrich, chief executive officer of AccuMed, Inc., was appointed acting chief executive officer of Alamar upon signing the definitive agreement. Mr. Gombrich will become chairman of the board and chief executive officer of the surviving entity upon the closing of the merger. Prior to founding AccuMed, Inc., Mr. Gombrich was founder, president and CEO of CliniCom, a publicly-traded clinical information system company, and co-founder of St. Jude Medical, Inc., a $300 million medical device company. The board of directors will be restructured at the closing and will initially consist of three directors representing AccuMed shareholders, including Mr. Gombrich, three representing Alamar shareholders, and a seventh director selected by those directors.

Under the terms of the definitive agreement, Alamar would, upon the closing, issue to AccuMed shareholders shares of Alamar common stock in exchange for all the issued and outstanding AccuMed common stock. Additional shares, based upon defined performance goals, will increase the ownership of AccuMed shareholders. In any event, after the merger and any earned performance shares, the current Alamar shareholders will own a majority of the shares of the surviving company. The transaction is intended to qualify as a tax-free exchange, and is subject to a number of conditions, including completion of due diligence, and shareholder approval. The parties anticipate the merger will be completed within 90 to 120 days.

Kenneth D. Miller, having been chief executive officer of Alamar, will join AccuMed as president of the AccuMed cytopathology division. Mark Santor, chief financial officer of Alamar, will remain chief financial officer and assume the duties of vice president of operations for the surviving entity. Co-founders Drs. Michael Lancaster and Rebecca Fields may continue their affiliation with the surviving entity in a consulting capacity.

Mr. Gombrich stated, "The merger is the next step in AccuMed's strategic plan to build a broader line of diagnostic products and leverage our distribution capabilities. By adding Alamar's products to our existing Sensititre line, we will be able to better serve all segments of the susceptibility and identification market and expand into new diagnostic segments. We believe that upon the closing that cost savings and other economies of scale will accrue in research and development, marketing and manufacturing."

Alamar Biosciences, based in Sacramento, California, manufactures and markets manual and semi-automated bacterial susceptibility and identification testing products, using Alamar's proprietary alamarBlue redox technology, to hospitals and reference laboratories primarily in the U.S. and Europe. The surviving company intends to pursue additional applications of alamarBlue for determining cell viability in other clinical, research and biotechnology markets.

AccuMed, a provider of laboratory diagnostic products, is headquartered in Chicago, but also has facilities in Cleveland and the United Kingdom. On February 8, 1995, AccuMed completed the acquisition of Sensititre Limited, a subsidiary of Radiometer Limited (U.K.) and Sensititre U.S. from Radiometer America. Sensititre manufactures and markets a line of fully automated bacterial susceptibility and identification testing systems. Sensititre's products are sold in the same market as Alamar's primary products, which will enable AccuMed to offer a broader range to both the high and low volume users within the clinical markets, where customers have more specific needs.

CONTACT: AccuMed, Inc.

Peter Gombrich, 312/642-9200

or

Alamar Biosciences, Inc.

Kenneth Miller, 916/567-3475

or

Lippert/Heilshorn & Associates

John Heilshorn or Michele Fasano, 212/838-3777