BAYER TO ACQUIRE VISIBLE GENETICS FOR $61.4 MILLION IN CASH.

Bayer Corporation, Diagnostics Division (NYSE: BAY), Tarrytown, N.Y. and Visible Genetics Inc. (VGI) (NASDAQ: VGIN), Toronto, have signed a definitive agreement providing for Bayer Diagnostics to acquire VGI in a cash deal valued at $61.4 million, significantly expanding Bayer's position in the growing Nucleic Acid Diagnostic (NAD) segment of the professional laboratory market.

Bayer will purchase, for cash consideration, VGI's outstanding common shares at a cost of $1.50 per share and Series A preferred shares at par plus accrued dividends.

The transaction, which is structured as a plan of arrangement under Canadian law, is subject to approval by VGI shareholders, obtaining necessary regulatory and court approvals, and meeting customary closing conditions. VGI plans to hold its shareholders' meeting to vote on the transaction during October 2002.

"This acquisition is another milestone in our ongoing strategy to expand our Infectious Disease portfolio which began with our acquisition of Chiron Diagnostics in 1998," said Rolf Classon, president of Bayer Business Group Diagnostics. "It also supports our strategy to bring to market molecular diagnostic tests that assist the physician in the diagnosis and monitoring of disease and treatment regimens."

"VGI is pleased to be joining the Bayer organization," said Richard T. Daly, chief executive officer of VGI. "The combination of VGI's industry leading TRUGENE(TM) products with the worldwide resources of Bayer, will allow us to fully develop and grow our sequencing technology. VGI provides a strong complement to Bayer's molecular diagnostic products and initiatives. After reviewing strategic alternatives, VGI believes this transaction is in the best interest of shareholders, employees and customers."

"An essential value of this acquisition is in the outstanding people and world class molecular diagnostic technologies that have been developed by VGI," commented Peter Knueppel, Ph.D. senior vice president of Bayer Diagnostics NAD business segment. Upon closing of the transaction, Mr. Daly will stay on for a period of six months to assist Bayer management with the integration of the two companies.

As part of the transaction, Bayer Diagnostics is acquiring the TRUGENE(TM) HIV-1 Genotyping Assay, the only FDA approved HIV sequencing resistance test that is commercially available in the U.S. The combination of this test, and Bayer's current line of VERSANT(R) HIV and HCV viral nucleic acid tests, delivers on Bayer's strategy to become a leader in NAD assay virology. The acquisition will cover all VGI sequencing assays, including Hepatitis assays, which are currently in development.

Bayer Diagnostics' NAD business segment manufactures, markets and distributes assays based on state-of-the-art nucleic acid technologies for the quantitative and qualitative assessment of viral based markers. Sequencing assays are used to assess the genetic make-up of viral specimens and are used in making specific therapy decisions in order to optimize patient outcomes. All current NAD assays marketed by Bayer are sold under the brand name of VERSANT(R).

"This gives the company an immediate presence in the U.S. for HIV resistance testing and complements our overall HIV franchise which includes our VERSANT(R) product line," continued Dr. Knueppel. "This strategic move positions Bayer as a leader in sequencing virology and provides tools in the newest frontier in HIV diagnostics and treatment management."

Resistance to antiviral drugs is a critical consideration in addressing therapy options for patients who are not responding to medication. Published guidelines, including those published by the U.S. Department of Health and Human Services, recommend using HIV resistance testing in order to manage care and optimize patient outcomes.

Viral load testing is performed to monitor the effectiveness of an individual's therapy and has become a standard of care in the patient management of HIV infected persons. As the incidence of drug regimen failure increases and the transmission of resistant viruses to newly infected HIV persons continues to rise, the use of resistance testing such as the TRUGENE(TM) HIV-1 Genotyping Test will become more widely employed.

Resistance can be determined by sequencing segments of the viral genes and identifying viral mutations that are associated with resistance. As new anti-retroviral therapies are developed, an important and useful tool in determining resistance and potential alternative therapies will be sequence testing that can monitor disease progression and treatment success.

The Infectious Disease segment is one of the fastest growing segments within the Diagnostics industry, with an annual projected growth rate of 20-percent through 2005. Bayer estimates worldwide sales for the Nucleic Acid Infectious Disease market to be approximately $1 billion per year.

Based on estimates from the United Nations AIDS program, approximately 36.1 million people worldwide were living with HIV/AIDS, with 5.3 million new cases reported in 2000. HIV/AIDS caused approximately three million deaths worldwide in 2000 and has become the fourth leading cause of mortality in the world.

Bayer Diagnostics is the fourth largest global Diagnostics company with net sales of $1.8 billion in 2001, representing approximately 10% of the Diagnostics market and is a significant player in the NAD marketplace. Bayer Diagnostics is ranked third in the NAD market with the strategy to grow share in this area through development, acquisitions and in-licensing agreements.

About Bayer Diagnostics

With approximately 7,000 employees worldwide and 2001 sales of $1.8 billion, Bayer Diagnostics (www.bayerdiag.com), based in Tarrytown, New York, USA, is one of the largest diagnostics businesses in the world. The organization supports customers in 100 countries through an extensive portfolio of central laboratory, self-testing, nucleic acid and near patient care diagnostics systems and services for use in the assessment and management of health, including the areas of cardiovascular and kidney disease, oncology, virology, women's health and diabetes. Bayer Diagnostics is a part of the worldwide Bayer Group, a $29 billion international health care and chemicals group based in Leverkusen, Germany. Bayer Diagnostics' global headquarters in the United States operates as part of Bayer Corporation of Pittsburgh, a research-based company with major businesses in health care, chemicals, polymers and crop science.

About Visible Genetics Inc.

Visible Genetics Inc. is an international leader in the emerging field of pharmacogenomics, the science of individualizing therapy based on genetic differences, to improve patient care and reduce healthcare costs.

VGI develops, manufactures and markets high performance automated DNA sequencing systems and complete kits for the analysis of genes linked to disease. The company's OpenGene system employs patented CLIP technology - a single-step, bi-directional sequencing method that significantly reduces the time and cost involved in identifying clinically relevant genetic information. Visible Genetics' TRUGENE(TM) HIV-1 Genotyping Kit and OpenGene(TM) DNA Sequencing System were cleared for marketing in September 2001 by the U.S. Food and Drug Administration (FDA).

Visible Genetics has its corporate headquarters in Toronto, Canada; its main production facility in Atlanta, USA; its European headquarters in High Wycombe, UK, its research base in Cambridge, UK, operating companies in France, Spain, Italy, Germany, Portugal and Israel, and is represented in additional countries around the world. The company employs approximately 350 people worldwide.

For more information, call 914/366-1816 or 416/813-3271.