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FOR IMMEDIATE RELEASE
Cheryl Daniel - Investor/Media Relations
INVITRO INTERNATIONAL SIGNS MERGER LETTER OF INTENT
IRVINE, CA, March 3, 1997 -- InVitro International (Nasdaq
SmallCap Market Symbol "INVI") today announced it has signed
a letter of intent to merge with Shenyang International Inc.
in a transaction where InVitro stockholders would retain 20%
of the combined company's common stock. The proposed transaction
is subject, among other conditions, to additional due diligence
investigations, approval by the board of directors for each
of the parties, preparation and execution of a definitive merger
agreement, filing and the effectiveness of a registration statement
and proxy materials with the Securities and Exchange Commission,
and approval by the majority vote of InVitro shareholders.
The Company currently anticipates the merger proposal will
be presented to InVitro's board for consideration before the
end of March 1997.
Privately-held Shenyang International Inc. is a foreign holding
company organized in the British Virgin Islands and owns 99%
of ShenYang Holding Company ("SHC"). Organized in 1988 and based
in the Liaoning Province of northeastern China, SHC operates
four business divisions in mainland China with approximately
300 employees. SHC's business operations include distribution
of medical products, the manufacture and sale of computer systems,
ownership and management of the Lan Hua Hotel in ShenYang city
and development of international industrial trade. Among other
products, SHC distributes medical scanning devices for General
Electric and markets personal computer hardware and networking
systems. SHC has operated profitably for the last five years,
and its annual revenues have increased from $6.5 million in
1992 to more than $15 million currently.
InVitro International, organized in 1985, develops and markets
proprietary in vitro assay systems to detect, predict and rank
potential irritation and toxic levels of substances to humans
and the environment and distributes child safety and identification
products. Located in Irvine, California, the Company distributes
its products throughout North America, Europe and the Pacific
Rim. InVitro previously reported a net loss for the year ended
September 30, 1996 of $1,899,000, or $.15 per share, on revenues
of $1,063,000. Results for the most recent fiscal quarter ended
December 31, 1996 were a net loss of $506,000, or $.04 per share,
on $259,000 in net sales. At February 28, 1997, InVitro had
14,028,300 shares of common stock outstanding.
Assuming the proposed merger is successfully completed, InVitro
has undertaken to reduce its existing business operations to
eliminate negative cash flow and currently anticipates those
operations will continue under the direction of InVitro's management
as a separate division or subsidiary of the combined enterprise.
The statements made in this press release contain certain
forward looking statements within the meaning of section 27a
of the Securities Act of 1933 and section 21E of the Securities
Exchange Act of 1934 that involve a number of risks and uncertainties,
including the risk that InVitro may be unable to complete the
proposed transaction. Actual events or results may differ from
InVitro's expectations. In addition, investors should be apprised
of risk factors discussed from time to time in the Company's
filings with the Securities and Exchange Commission, including
without limitation information set forth in Exhibit 99.1 filed
with the Company's Annual Report on Form 10-KSB for the fiscal
year ended September 30, 1996.
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