Izasa: Majority Shareholder of Instrumentation Laboratory S.p.A Announces Going Private Tender Offer of U.S.$0.50 Per American Depositary Share

Business Wire, Dec 28, 2001

Business Editors

BARCELONA, Spain--(BUSINESS WIRE)--Dec. 28, 2001

Izasa Distribuciones Tecnicas S.A. announced today that it has commenced a tender offer to purchase all of the outstanding American depositary shares, each representing one ordinary share, par value 1.29 euros per share, of Instrumentation Laboratory S.p.A. (Symbol:"ISLBY") for U.S.$0.50 per American depositary share in cash.

The tender offer is expected to remain open until Monday, January 28, 2002, unless extended. Completion of the tender offer is conditional upon, among other things, a reduction in the number of US record holders to below 300, which would enable Instrumentation Laboratory to "go private."

Prior to launching its tender offer, Izasa entered into an Exchange Agreement with Bio-Rad Laboratories, Inc., the largest holder of Instrumentation Laboratory's American depositary shares, pursuant to which Bio-Rad will exchange its 12,154,237 American depositary shares for a junior subordinated note in the principal amount of US $21,148,372 issued by Izasa. Under the terms of the note, Izasa will pay Bio-Rad the principal amount on the 15th anniversary of the closing of the Exchange Agreement, and interest on the unpaid principal amount in an amount equal to 1% per annum for the first 10 years of the note and 1.5% per annum thereafter until the principal amount becomes due and payable. On each interest payment date Izasa may either pay the interest due in cash or elect to pay the interest "in kind" by issuing another note to Bio-Rad. Under the Exchange Agreement, Bio-Rad agreed not to tender any of its ADSs in the tender offer or transfer or acquire any ADSs. The closing of the Exchange Agreement is subject to several conditions, including the purchase by Izasa of ADSs under the tender offer and a reduction in the number of US record holders to less than 300.

Izasa and its affiliates currently own approximately 84.7% of Instrumentation Laboratory's outstanding shares (consisting of ADSs and ordinary shares not represented by ADSs). Upon completion of the tender offer and the closing of the transactions contemplated by the Exchange Agreement, Izasa hopes to beneficially own all of Instrumentation Laboratory's outstanding shares.

The tender offer is being made pursuant to definitive tender offer materials, which have been filed with the Securities and Exchange Commission and are being mailed to record holders of Instrumentation Laboratory's American depositary shares. The tender offer materials are also being furnished to brokers, banks and similar persons whose names appear or whose nominees appear on the list of holders. In the event any holder of American depositary shares does not receive any tender offer materials or has any questions about the tender offer, he or she should contact Georgeson Shareholder Communications, Inc., the information agent. Banks and brokers should call collect (212) 440-9800. Everyone else should call toll free (800) 455-5402.

None of Izasa, Instrumentation Laboratory or any of their directors or officers make any recommendation to any shareholder as to whether to tender or refrain from tendering all or any of the American depositary shares. Each shareholder must individually decide whether to tender American depositary shares, and, if so, how many American depositary shares to tender.

Instrumentation Laboratory is a worldwide developer, manufacturer and distributor of critical care and hemostasis in vitro diagnostics instruments and related reagents, controls, other consumables and services for use primarily in hospital laboratories and hospital point-of-care locations.

Izasa is a private Spanish company.