Bayer Corporation, Diagnostics Division (NYSE: BAY), Tarrytown, N.Y. and Visible Genetics Inc. (VGI) (NASDAQ: VGIN), Toronto, have signed a definitive agreement providing for Bayer Diagnostics to acquire VGI in a cash deal valued at $61.4 million, significantly expanding Bayer's position in the growing Nucleic Acid Diagnostic (NAD) segment of the professional laboratory market.

Bayer will purchase, for cash consideration, VGI's outstanding common shares at a cost of $1.50 per share and Series A preferred shares at par plus accrued dividends.

The transaction, which is structured as a plan of arrangement under Canadian law, is subject to approval by VGI shareholders, obtaining necessary regulatory and court approvals, and meeting customary closing conditions. VGI plans to hold its shareholders' meeting to vote on the transaction during October 2002.

"This acquisition is another milestone in our ongoing strategy to expand our Infectious Disease portfolio which began with our acquisition of Chiron Diagnostics in 1998," said Rolf Classon, president of Bayer Business Group Diagnostics. "It also supports our strategy to bring to market molecular diagnostic tests that assist the physician in the diagnosis and monitoring of disease and treatment regimens."

"VGI is pleased to be joining the Bayer organization," said Richard T. Daly, chief executive officer of VGI. "The combination of VGI's industry leading TRUGENE(TM) products with the worldwide resources of Bayer, will allow us to fully develop and grow our sequencing technology. VGI provides a strong complement to Bayer's molecular diagnostic products and initiatives. After reviewing strategic alternatives, VGI believes this transaction is in the best interest of shareholders, employees and customers."

"An essential value of this acquisition is in the outstanding people and world class molecular diagnostic technologies that have been developed by VGI," commented Peter Knueppel, Ph.D. senior vice president of Bayer Diagnostics NAD business segment. Upon closing of the transaction, Mr. Daly will stay on for a period of six months to assist Bayer management with the integration of the two companies.

As part of the transaction, Bayer Diagnostics is acquiring the TRUGENE(TM) HIV-1 Genotyping Assay, the only FDA approved HIV sequencing resistance test that is commercially available in the U.S. The combination of this test, and Bayer's current line of VERSANT(R) HIV and HCV viral nucleic acid tests...

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