News
Inverness Medical Innovations Enters Into Distribution Agreement with Epocal Inc.
Press Release
Waltham, Mass.
January 4, 2010
WALTHAM, Mass., January [4], 2010 – Inverness Medical Innovations, Inc. (NYSE:
IMA), a global leader in enabling individuals to take charge of their health at home through the
merger of rapid diagnostics and health management, announced today that it has entered into a
distribution agreement with Epocal Inc. of Ottawa, Canada to distribute its epocŪ Blood
Analysis System for blood gas and electrolyte testing. The epoc (enterprise point of care)
platform is a point-of-care analysis system which provides wireless bedside blood gas and
electrolyte measurement testing solutions. Utilizing easy to use, low-cost disposable Smart-
Cards™, the epoc System produces laboratory quality results in critical and acute care settings
in about 30 seconds. The epoc system received FDA 510(k) clearance in 2006 for marketing in
the US and anticipates receiving CE marking in 2010.
Under the five year agreement, Inverness will utilize its strong global sales force to promote the
use of this point-of-care system co-exclusively with Epocal in all geographies worldwide, except
for Japan, India, Bangladesh, Nepal, Bhutan and Sri Lanka. Inverness paid $20.0 million to
Epocal in connection with the entry into the distribution agreement, which provides that Epocal
will supply to Inverness, at no charge, all of Inverness’ requirements for Epocal products and
Inverness will pay to Epocal 50% of its revenues from the sale of Epocal products.
Separate from the distribution agreement, Inverness will work with Epocal in a collaboration to
develop additional test menu content for the epoc testing platform, expanding Inverness’
portfolio of test platforms in the point-of-care market. Inverness has also entered into a definitive
agreement to acquire all of the issued and outstanding equity securities of Epocal for a total
potential purchase price of up to $255 million, including a base purchase price of up to $172.5
million if Epocal achieves certain gross margin and other financial milestones on or prior to
October 31, 2014, plus additional payments of up to $82.5 million if Epocal achieves certain
other milestones relating to its gross margin and product development efforts on or prior to this
date. The acquisition will also be subject to other closing conditions, including the receipt of any
required antitrust or other approvals.
“The epoc platform, with its innovative blood gas and electrolyte solution, represents an
exciting compliment in cardiology and emergency rooms to our Triage platform. Epocal’s
innovative test system and wireless connectivity solution set a new standard for the capability
associated with point-of-care test offerings and an expandable platform onto which to introduce
additional testing parameters for many years to come. Inverness will work closely with Epocal to
develop new content for this state-of-the-art system for point-of-care testing,” said Inverness
CEO Ron Zwanziger.
Imants Lauks, PhD, President and Founder of Epocal, Inc. said today of the announcement: “The
strategic partnership with Inverness, the world’s leading provider of point-of-care testing,
represents a significant milestone achievement for our company. This collaborative agreement
expands the distribution and accelerates the market uptake of the best in class epoc System on a
global scale.”