Biopool International and Xtrana Announce Intent to Merge.Business Editors/Health & Medical Writers VENTURA, Calif.--(BW HealthWire)--March 30, 2000 Biopool International Inc. (OTCBB OTCBB See OTC Bulletin Board (OTCBB). :BIPL BIPL Biphase Level ) and Xtrana today announced that the companies had signed a Letter of Intent to merge. Biopool International has been a public company since 1988 focusing on developing and selling products that serve the worldwide hemostasis hemostasis /he·mo·sta·sis/ (he?mo-sta´sis) (he-mos´tah-sis) 1. the arrest of bleeding by the physiological properties of vasoconstriction and coagulation or by surgical means. 2. diagnostics marketplace, including test kits that diagnose and evaluate cardiovascular risk factors. The company sold its immunohematology division in April 1999 and has since sought avenues to put its capital to work in leading-edge technologies. Xtrana (formerly Molecular Innovations Inc.) was formed in 1998 based upon proprietary nucleic acid nucleic acid, any of a group of organic substances found in the chromosomes of living cells and viruses that play a central role in the storage and replication of hereditary information and in the expression of this information through protein synthesis. (DNA/RNA) testing technologies that have applications in markets such as genomic research, high throughput screening in drug discovery, testing for genetic markers or predisposition to disease, detection of food and environmental contaminants (including agents of biological warfare biological warfare, employment in war of microorganisms to injure or destroy people, animals, or crops; also called germ or bacteriological warfare. Limited attempts have been made in the past to spread disease among the enemy; e.g. ) and testing for clinically important pathogens. Fundamental to Xtrana's technology is its SCIP SCIP Society of Competitive Intelligence Professionals SCIP Surgical Care Improvement Project SCIP Society for Computers In Psychology SCIP Sussex Community Internet Project (UK) (TM) (Self Contained Integrated Particle) device, which combines the three essential steps of DNA analysis DNA analysis Any technique used to analyze genes and DNA. See Chromosome walking, DNA fingerprinting, Footprinting, In situ hybridization, Jeffries' probe, Jumping libraries, PCR, RFLP analysis, Southern blot hybridization. -- extraction, amplification and detection -- into a single device, allowing for more rapid and cost-effective testing than other methods currently available. The company has already introduced its first commercial product, Xtra Amp(TM), which performs the extraction step for DNA testing DNA testing Analysis of DNA (the genetic component of cells) in order to determine changes in genes that may indicate a specific disorder. Mentioned in: Acoustic Neuroma, Retinoblastoma, Von Willebrand Disease and has advantages over competitive technologies by providing rapid results and allowing the sample to be archived and re-tested at a later date. Xtrana's proprietary technologies are embodied in three issued patents and numerous other patents pending and in preparation. To date, Xtrana has received more than $4.5 million in research grants from the National Cancer Institute, the Department of Defense, the U.S. Department of Agriculture, the Centers for Disease Control and Prevention Centers for Disease Control and Prevention (CDC), agency of the U.S. Public Health Service since 1973, with headquarters in Atlanta; it was established in 1946 as the Communicable Disease Center. and the National Institute of Standards and Technology National Institute of Standards and Technology, governmental agency within the U.S. Dept. of Commerce with the mission of "working with industry to develop and apply technology, measurements, and standards" in the national interest. . Michael D. Bick, Ph.D., chairman and chief executive officer of Biopool, commented: "We are extremely enthusiastic about our proposed business combination with Xtrana. We have spent the past 10 years building a profitable company in core medical diagnostics utilizing more traditional testing methods. "The Xtrana technologies present the opportunity to propel the company into leading-edge testing methods, both in our traditional medical testing arena, as well as into entirely new areas of testing for food and environmental contaminants." Bick added, "This merger with Xtrana will allow Biopool shareholders to participate in the exciting area of genomic research and testing, while Xtrana shareholders will be able to capitalize on the strong business base and capital structure Biopool has developed over the past 10 years." Jack H. Wheeler, president and chief executive officer of Xtrana, said: "This integration with Biopool will allow us access to their established areas of expertise, including kit development, manufacturing and regulatory affairs. Biopool's strength in traditional diagnostic testing Diagnostic testing Testing performed to determine if someone is affected with a particular disease. Mentioned in: Von Willebrand Disease will allow Xtrana to more rapidly exploit its genomic technologies in clinical nucleic acid testing." The merger is contingent upon a number of conditions, including the execution of a Definitive Agreement by April 14, 2000, and the approval of a majority of Biopool's and Xtrana's shareholders. Terms of the final agreement have not yet been determined and will be made available after it is signed by the parties. Simultaneously with the Letter of Intent, Biopool has agreed to advance $1 million to Xtrana in anticipation of closure of the merger. Additionally, each of the companies has granted the other a warrant to purchase up to 19.9 percent of its shares. The right to exercise these warrants is triggered by the failure of the granting party to consummate the merger, subject to certain exceptions. To learn more about Biopool International and Xtrana, visit their Web sites at www.biopool.com and www.xtrana.com. NOTE: This news release contains forward-looking statements, which are based upon current expectations that involve a number of risks and uncertainties including, but not limited to, technological innovations of competitors, changes in health-care regulations, litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. claims, foreign currency fluctuation, product acceptance or changes in government regulation of the company's products, as well as other factors discussed in the company's last Report on Form 10-K-SB under "Risk Factors." The merger of Biopool and Xtrana is subject to a number of customary conditions, including conditions outside the control of either Biopool or Xtrana. |
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