26 09 2008:  MediCult Acquires US-Based MidAtlantic Diagnostics to Further Strengthen ART Presence

MediCult a/s (OSE: MEC), a leader in Assisted Reproductive Technologies (ART), today announced that it has entered into a share purchase agreement to acquire MidAtlantic Diagnostics, Inc., a US supplier of ART products, for DKK 78,6 million (USD 15,5 million).

MidAtlantic Diagnostics provides a complete range of disposables and equipment to embryologists and andrologists, MediCult’s core customer base. MidAtlantic Diagnostics also has a strong pipeline of innovative, predominantly disposable, products that fit well with MediCult’s and will help support the future growth of the combined company.

“For the last few years, an integral part of our corporate strategy has been to further strengthen our ART franchise through acquisitions. To date, the focus has predominantly been on ART media and micropipets following the acquisition of Humagen in 2007. However, the acquisition of MidAtlantic Diagnostics provides an additional dimension with its disposable products. The combined company will be able to leverage product synergies and its leadership position in the US market to
its full potential, providing an opportunity to scale up further,” noted Jesper Funding Andersen, CEO of MediCult. “MediCult as a whole will benefit from a great team of individuals who will be joining the company.”

“We have been very impressed by the way that MediCult has strategically expanded on a global basis. We believe the combination of MidAtlantic Diagnostics and MediCult provides multiple advantages not only on a product level but also, and perhaps more importantly, with regards to our drive towards providing infertile couples with the best possible chance of conceiving,” added Terry Fortino, President of MidAtlantic Diagnostics.

Terms of the Acquisition
MediCult has entered into a share purchase agreement with Terry Fortino, President and majority shareholder of MidAtlantic 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 Dia