Nanogen, Inc., developer of molecular and rapid diagnostic products, today announced that on July 2, 2009, pursuant to an Asset Purchase Agreement dated May 13, 2009, as amended, Nanogen and its subsidiaries Epoch BioSciences, Inc. and Nanotronics, Inc. completed their previously announced sale of substantially all of their assets to Financière Elitech SAS (“Elitech”) and its designee DxCon, Inc. in a sale conducted under the provisions of Section 363 of the U.S. Bankruptcy Code (the “Bankruptcy Code”) and approved by the United States Bankruptcy Court for the District of Delaware (the “Court”) on June 24, 2009 (the “Section 363 Sale”). The aggregate gross purchase price for the Section 363 Sale is $25,685,000. For more information about the sale and the voluntary petition filed by Nanogen under Chapter 11 of Title 11 of the Bankruptcy Code in the Court (the “Chapter 11 Proceeding”), please see the company’s report on Form 8-K to be filed on or about July 8, 2009.
Elitech plans to operate the Nanogen molecular diagnostics business including Nanogen Advance Diagnostics (Italy) and the Bothell, Washington units. DxCon, Inc. will operate the rapid diagnostics business based out of San Diego, California.
On July 6, 2009, Nanogen filed with the Delaware Secretary of State a Certificate of Amendment of Restated Certificate of Incorporation of Nanogen, Inc. amending its Restated Certificate of Incorporation to change its corporate name from “Nanogen, Inc.” to “Ngen, Inc.”.
This sale concludes the disposition of substantially all of the assets of Nanogen and its U.S. subsidiaries. Management of Nanogen believes that there will be no value for common stockholders of Nanogen in the bankruptcy liquidation process. Stockholders of a company in chapter 11 generally receive value only if all claims of its secured and unsecured creditors are fully satisfied. Nanogen believes that the claims of Nanogen’s creditors will not be fully satisfied, even after completion of the Section 363 Sale or future sales of remaining assets, if any, in the liquidation process.
Nanogen, Inc. develops diagnostic products that enable physicians to deliver improved patient care. Its products allow faster and easier diagnosis, treatment and monitoring of cardiovascular disease and a range of infectious diseases. The company’s products include molecular diagnostic kits and reagents, and kits for rapid point-of-care testing. Nanogen has pioneered the development of biomarkers, molecular biology technologies and nanotechnology to bring better results to diagnostics and healthcare. For additional information please visit Nanogen’s website at http://www.nanogen.com.
