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FOR IMMEDIATE RELEASE
REPORTS SECOND QUARTER RESULTS
Company Signs Merger Letter Of Intent With Miragen
Irvine, CA, May 15, 1997 -- InVitro International (Symbol INVI)
today reported results for its second quarter ended March 31, 1997.
Revenues for the quarter were $164,000 compared to $260,000 for
the same quarter in fiscal 1996. The net loss for the quarter declined
by 15% to $395,000 ($0.02 per share), compared to $467,000 ($0.04
per share) reported for the same period last year.
"Despite disappointing core business sales results, we remain
encouraged by the prospects for Guardian DNA‘ ," said W. Richard
Ulmer, president and CEO for InVitro International. Guardian DNA
is the new three-part infant/child safety system that is visioned
as a hospital replacement for newborn footprinting; it combines
education, documentation and ultimately identification using DNA
technology. "Several healthcare institutions are in the process
of reviewing Guardian, and/or obtaining the necessary internal approvals,
for possible implementation at their respective facilities,"
On Tuesday, May 13, 1997, the Company signed a letter of intent
to merge with Miragen, Inc. (Irvine, CA) in a transaction anticipated
to provide current InVitro shareholders with 20% of the combined
companys common stock subject to certain adjustments based
on business developments prior to a definitive agreement. The new
merger opportunity immediately follows the end of negotiations with
Shenyang International as a potential merger partner and is contingent
upon due diligence examination (already in process), filing of the
appropriate materials with the Securities and Exchange Commission
and approval by the majority of InVitro shareholders, among other
conditions. Assuming the proposed merger is successfully completed,
the assets and business of Miragen will be acquired by InVitro and
will include all of Miragens existing assets and proprietary
rights relating to human and animal identification products and
related technologies. "The synergy between the two companies
is both financially and market-driven," said Ulmer. "We
believe that InVitros core technology combined with Miragens
biological and identification products, which include Guardian DNA,
address unique marketplaces, and allow us to provide better pricing
opportunities to customers and prospects."
At the close of business on Wednesday, May 14, 1997, InVitros
securities were removed from The Nasdaq SmallCap Market for non-compliance
with NASDAQ listing standards. The Companys common stock will
continue to be traded in the over-the-counter market and quoted
on the NASD Electronic Bulletin Board.
Miragen develops, manufactures and sells biological identification
and testing technologies used in hospitals, medical laboratories,
animal identification, and forensics.
InVitro International is engaged in the development, manufacture
and sale of quality, proprietary preventive products and services
to ensure the safekeeping of humans and the environment, and to
minimize animal testing in commercial and academic 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.
Consolidated Statement of Operations
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