Exhibit 99
| NEWS BULLETIN | HEMAGEN(R)DIAGNOSTICS, INC.
9033 Red Branch Road, Columbia, MD 21045 |
AT THE COMPANY:
William P. Hales, President & CEO
(443) 367-5500 Tel.
(443) 367-5527 Fax
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FOR IMMEDIATE RELEASE
September 28, 2004 | OTC: HMGN.OB |
HEMAGEN ANNOUNCES EXCHANGE PRICE AND TERMS FOR COMMON STOCK TO BE
ISSUED IN EXCHANGE OFFER FOR 8% SENIOR SUBORDINATED SECURED
CONVERTIBLE NOTES DUE APRIL 2005
COLUMBIA, MD – Hemagen Diagnostics, Inc., (NASDAQ: HMGN.OB) today announced the exchange price for the Common Stock to be issued in its previously-announced offer to exchange $6,090,000 principal amount of its 8% Senior Subordinated Secured Convertible Notes due 2005 (the “Notes”) for Common Stock and Modified Notes. Under the terms of the offer to exchange, $2,040,000 of the Notes are to be exchanged for Common Stock at $0.40 per share, subject to adjustment, and the remaining $4,050,000 of Notes are to be exchanged for Modified Notes. As calculated by the previously announced formula, Hemagen has determined that the common stock to be issued in the exchange will be issued at a price of $0.40 per share, meaning that a holder exchanging $100,000 in Notes will receive 83,750 shares of common stock and $66,500 in modified Notes in the exchange.
This press release is neither an offer to purchase nor a solicitation of an offer to sell securities of Hemagen Diagnostics, Inc. The exchange offer will be made only through and upon the terms and conditions described in Hemagen Diagnostics, Inc’s Offering Memorandum dated September 2, 2004, as supplemented, and related letter of transmittal. Hemagen has filed a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission. The Tender Offer Statement (including an offering circular, a related letter of transmittal and other offering documents) contains important information that should be read carefully before any decision is made with respect to the offer. The Offering Memorandum, as supplemented, the related letter of transmittal and certain other documents are being sent to all holders of Hemagen, existing Notes, at no expense to them. The Tender Offer Statement (including the offering circular, the related letter of transmittal and all other documents filed with the Securities and Exchange Commission) are available at no charge at the Securities and Exchange Commission website athttp://sec.gov or from Hemagen atdricci@hemagen.com.
Investors may also contact Mr. Hales, at Hemagen Diagnostics, Inc., to obtain information about the exchange offer, including copies of the offering circular and related documents.
Hemagen Diagnostics, Inc., is a biotechnology company that develops, manufactures, and markets more than 150 FDA-cleared proprietary medical diagnostic test kits used to aid in the diagnosis of certain autoimmune and infectious diseases. Hemagen also manufactures and markets a complete line of Clinical Chemistry Reagents through its wholly owned subsidiary RAICHEM. In addition, Hemagen manufactures and sells the Analyst® an FDA-cleared Clinical Chemistry Analyzer used to measure important constituents in human and animal blood, and the Endochek, a clinical chemistry analyzer used to measure important constituents in animal blood. In the United States, the Company sells its products directly to physicians, veterinarians, clinical laboratories and blood banks and on a private-label basis through multinational distributors of medical supplies. Internationally, the Company sells its products primarily through distributors. The Company sells the Analyst® and the Endochek both directly and through distributors servicing physicians’ office laboratories and veterinarians’ offices. Hemagen’s products are used in many of the largest Laboratories, Hospitals, and Blood Banks around the world. Hemagen sells its products to over 1,000 customers worldwide. The company focuses on markets that offer significant growth opportunities. The Company was incorporated in 1985 and became a public company in 1993.
Except for any historical information contained herein, the matters discussed in this press release contain forward-looking statements that involve risks and uncertainties, including those described in the Company’s Securities and Exchange Commission Reports and Filings.
Certain Statements contained in this News Bulletin that are not historical facts constitute forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, and are intended to be covered by the safe harbors created by that Act. Reliance should not be placed on forward looking statements because they involve unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to differ materially from those expressed or implied. Forward looking statements may be identified by words such as estimates, anticipates, projects, plans, expects, intends, believes, should and similar expressions and by the context in which they are used. Such statements are based upon current expectations of the Company and speak only as of the date made. The Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date on which they are made.
Statements concerning the establishments of reserves and adjustments for dated and obsolete products, expected financial performance, on-going business strategies and possible future action, which Hemagen intends to pursue to achieve strategic objectives, constitute forward-looking information. The sufficiency of such reserves and adjustments, expected performance, implementation of on-going business strategies and possible future action, the achievement of financial performance are each subject to numerous conditions, uncertainties and risk factors. Factors which could cause actual performance to differ materially from these forward looking statements, include without limitation, management’s analysis of Hemagen’s assets, liabilities and operations, the failure to sell date sensitive inventory prior to its expiration, the inability of particular products to support goodwill allocated to them, competition, new product development by competitors which could render particular products obsolete, the inability to develop or acquire and successfully introduce new products or improvements of existing product costs and difficulties in complying with laws and regulations administered by the U. S. Food and Drug Administration and the ability to assimilate successfully product acquisitions.
