Exhibit 99.1
HARVARD BIOSCIENCE, INC. (TICKER: HBIO, EXCHANGE: NASDAQ) NEWS
RELEASE - MAY 31, 2001
HARVARD BIOSCIENCE, INC. ACQUIRES UNION BIOMETRICA
HOLLISTON and SOMERVILLE, Mass., May 31 /PRNewswire/ -- Harvard Bioscience, Inc.
(Nasdaq: HBIO - NEWS) today announced the acquisition of Union Biometrica, Inc.
(UBI). UBI has breakthrough products that for the first time make the use of
model organisms practical for high throughput applications in drug discovery.
Today, nine out of ten drugs fail in clinical trials, overwhelmingly due to poor
efficacy and ADMET (Absorption, Distribution, Metabolism, Elimination and
Toxicity) properties. UBI has developed and markets a next generation technology
in target validation and the efficacy and ADMET screening of drugs. The UBI
system, named COPAS (TM) enables high relevance/high throughput screening much
earlier in the drug discovery process, thus reducing late stage failures.
Through the invention of large bore flow cytometry, COPAS (TM) enables the rapid
analysis and sorting of all of the most popular model organisms -- C. elegans
(worm), D. melanogaster (fly) and D. rerio (Zebra fish). These model organisms
have similar disease genes to humans. The analysis of them in relation to
humans, known as comparative genomics, is emerging as a powerful technique in
drug discovery. By automating the handling of these model organisms COPAS(TM)
provides a complete, integrated solution for both rapidly producing novel
transgenic models of human disease and for the high throughput screening of
compound libraries in these complete, living organisms. Before the invention of
COPAS(TM), transgenic model organism production was a manual process and thus
very slow. Before the invention of COPAS(TM), library screening on organisms was
simply impractical as it could only be done one organism at a time under a
microscope. The COPAS(TM) system can analyze about 1 million C. elegans in a
normal, eight-hour day. The technology is protected by several patent
applications. Customers for the COPAS(TM) system include GlaxoSmithKline,
Novartis Pharmaceuticals, Janssen Pharmaceutica (a division of Johnson and
Johnson), Exelixis and the Sanger Center. In addition, UBI has collaborative R&D
agreements with major pharmaceutical companies for both instrument and model
organism development. This is what some of the customers say about the system:
"This technology will enable us to perform high throughput genetic screens for
genes in disease related pathways as well as compound screens for drugs
affecting pathways.'"
H.H. Li, et. al., of Novartis
"It offers a clear advantage ... in a couple of years, we'll start to see more
drugs coming out of this at a significant savings of time and cost."
John Geyson of Janssen Pharmaceutica (Johnson & Johnson)
The transaction was valued at approximately $17.5 million.
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"This is an excellent strategic fit to our focus on the target validation and
ADMET bottlenecks in drug discovery" said Chane Graziano, CEO of Harvard
Bioscience. "I believe this technology has the potential to change the landscape
of drug discovery. We fully expect this acquisition to significantly increase
our projected growth rate."
Joining HBIO as a result of the transaction are UBI co-founders Dr. Peter
Hansen, Chairman and Chief Technology Officer and Dr. Petra Krauledat,
President. Dr. Krauledat holds a Ph.D. in biochemistry from the University of
the Ruhr in Bochum, Germany and has over 15 years experience guiding advanced
systems technology programs from inception to product introduction for
Behringwerke AG (Germany), PB Diagnostics (Germany/USA), and Johnson & Johnson
(USA). Dr. Hansen is a graduate of Harvard College with a major in physics. He
holds a Ph.D. in biophysics and biomedical engineering from Northeastern
University and has worked in applied physics at Northeastern, MIT and Johnson &
Johnson. A number of his 14 patents were cornerstones to the billion-dollar flow
cytometry business licensed by every significant company in the field (Johnson &
Johnson, Beckman-Coulter, Becton & Dickinson, and the Technicon division of
Bayer). More than two thirds of his patents have been incorporated into
successful products.
David Green, President of Harvard Bioscience commented, "We are very proud to
have Petra and Peter join our company. They are truly exceptional people and
will strengthen us enormously. We believe the UBI products and technology are of
pivotal importance to drug discovery. UBI customers and collaborators include
the top names in pharmaceutical and university research. Furthermore, the
technology has so far been applied only to target validation and compound
screening. Its potential for ADMET screening and real time gene expression
haven't been tapped, and those markets are significant."
Petra Krauledat, founder and president of Union Biometrica commented further,
"We are delighted with the merger. Ours is truly a next generation technology,
but it is here and available today. It has the potential to make an
unprecedented contribution to the speed at which drugs can be brought to market.
Harvard Bioscience fully appreciates our value and potential, with both the
managerial and financial strength to assure UBI reaches its full potential."
Terms of the Acquisition and Guidance
Under terms of the agreement, Harvard Bioscience will issue approximately
659,282 unregistered shares of its stock, 263,202 options to purchase Harvard
Bioscience common stock and pay $7.5 million in cash for all UBI's outstanding
shares and options. The transaction will be accounted for as a purchase
transaction.
Jim Warren, Harvard Bioscience's CFO commented, "We anticipate that our 2001
revenues from UBI could be as much as $5 million; 2002 revenues are expected to
be in the range of $15 million to $20 million. We currently expect to expand
sales, service and marketing as well as spending on new technology; therefore,
on a cash basis, E.P.S. will experience dilution of approximately $0.01 to $0.03
for 2001. However for 2002, we expect a $0.05 to $0.10 contribution to E.P.S. We
will give specific purchase accounting guidance during our second quarter
conference call, currently expected to take place near the end of July."
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Background of the Union Biometrica Inc. Technology
In December 1998 an ambitious, international, program to sequence the entire
genome of a multicellular organism was completed successfully. Viewed by many as
a "warm-up" for the human genome project, the results of sequencing the tiny
earthworm C.elegans in fact acquired new importance when it was realized that up
to 70% of human disease genes have similar genes in the worm and that Union
Biometrica, Inc. had invented an automated system to study the function of the
newly identified genes.
The COPAS(TM) system, invented and developed by Union Biometrica of Somerville
MA, is capable of fluorescently analyzing and sorting multicellular organisms
such as the nematode C.elegans, the fruit fly D. melanogaster, and the zebrafish
D. rerio. These organisms are optically transparent, and thus can use
fluorescent marker technology to detect and quantify the expression of mRNA and
proteins. The COPAS(TM) system can analyze and sort thousands of organisms per
minute on the basis of this fluorescence.
The COPAS(TM) system has two main applications: rapidly creating transgenic
models of human disease and high throughput/high relevance screening of drug
libraries against models of human diseases:
Rapidly creating transgenic models of human disease:
COPAS(TM) is an important tool for inserting new genes into multicellular
organisms. These genes often function in ways that can be related to human gene
function. The successful integration of these foreign genes is a rare event, and
COPAS(TM) makes it possible to isolate and detect these rare events in parallel
fashion and in time frames that are, in some cases, a thousand times faster than
would be possible using manual microscopy approaches.
High throughput/high relevance screening:
COPAS(TM) bridges the gap between low relevance (to the human clinical
experience), high throughput protein binding assays and high relevance, low
throughput rat and mouse trials. Using COPAS(TM), scientists can now rapidly
connect genes to gene function in living organisms complete with their complex
biochemical pathways and signaling systems. If the genes are disease genes
(either naturally occurring genes that are similar to the human disease genes or
human genes that have been transgenically incorporated into the model organism)
researchers can directly screen for new therapeutics. For this type of program,
having new systems to avoid or reduce the use of laboratory mice is important.
In efficacy testing, mode of action studies, and toxicity testing, model
multicellular organisms and COPAS(TM) are providing alternatives to mice that
are attractive to pharmaceutical laboratories and academic laboratories alike.
COPAS(TM) enables the screening of drug libraries against living model organisms
at little more than the cost of a protein binding assay.
The number of academic and commercial laboratories using model organisms has
more than doubled in number in the 2 1/2 years following the sequencing of the
nematode genome and the introduction of COPAS(TM). Now, most pharmaceutical and
biotech companies have model
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organism programs. Model multicellular organisms cost almost nothing to
maintain, they reproduce in days, and they can be examined repeatedly.
Additionally, academic laboratories are identifying new small model organisms,
such as those with immune systems that are similar to humans. These new models
have surprised even veteran biologists by their new significance and potential
in drug discovery.
COPAS(TM) systems operate by having organisms in liquid suspension enter an
optically clear flow channel. The fluid mechanics of the flow channel solves a
difficulty encountered in microscopy, which is that most organisms are
constantly thrashing or moving, making it impossible to visualize weak
fluorescent detail. The COPAS(TM) system fluid design causes the organisms to be
oriented and straightened for about one millisecond, which is long enough for
the COPAS(TM) laser optics to acquire a complete set of data regarding the
pattern of protein expression, and make software decision to sort (save) the
organism for other work. Saving the organism means sorting single or multiple
organisms into the individual wells of microtiter plates. COPAS(TM) systems are
interfaced to plate handling robots for walk-away operation. The sorting
mechanism of COPAS(TM) maintains a very high level of viability. Multicellular
organisms are more fragile and much larger than single cells. The conventional
electrostatic sorters used in flow cytometry have proven to be lethal to these
organisms and incapable of handling these organisms. The COPAS(TM) sorter uses
an air activated switching principle that was invented by Union Biometrica and
has proven itself to be gentle and efficient for the sorting of large, complex
objects.
Harvard Bioscience is a global developer, manufacturer and marketer of
innovative, enabling tools in drug discovery research at pharmaceutical and
biotechnology companies, universities and government laboratories. HBIO sells
approximately 10,000 products to thousands of researchers in over 60 countries
though its 1,000 page catalog, and through its distributors, the most notable of
which is AP Biotech. HBIO has sales and manufacturing operations in the United
States, the United Kingdom, and Germany with sales facilities in France and
Canada, and distributors around the world.
This press release contains certain statements that are "forward-looking
statements" as that term is defined under the Private Securities Litigation
Reform Act of 1995 and releases issued by the Securities and Exchange
Commission. Such statements are subject to uncertainties and risks that could
cause the actual results, performance or achievements of Harvard Bioscience to
differ materially from anticipated future results, performance or achievements
expressed or implied by such forward-looking statements. These uncertainties and
risks include the risk that Harvard Bioscience will be unable to develop or
acquire additional products to expand its product offerings, the risk that
Harvard Bioscience will experience unforeseen problems affecting its ability to
achieve revenue growth consistent with its goals or projections, uncertainties
regarding the financial impact of the Union Biometrica acquisition on Harvard
Bioscience's results of operations in future periods and particularly regarding
whether its impact will be accretive to Harvard Bioscience's earnings,
uncertainties regarding the technology, applications and customer acceptance of
the Union Biometrica products, uncertainties regarding the impact of the events
disclosed in this release on Harvard Bioscience's operations and its stock
price, and other risks detailed in Harvard Bioscience's Securities and Exchange
Commission filings.
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Press releases and our product catalog can be found on our web site,
HTTP://WWW.HARVARDBIOSCIENCE.COM.
SOURCE: Harvard Bioscience, Inc.
Contact: Jim Warren, CFO, JWARREN@HARVARDBIOSCIENCE.COM; David Green,
President,DGREEN@HARVARDBIOSCIENCE.COM; Chane Graziano, CEO,
CGRAZIANO@HARVARDBIOSCIENCE.COM, all of Harvard Bioscience
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