Biopool International Completes Merger With Xtrana
VENTURA, Calif., Aug 10, 2000 (BW HealthWire) -- Biopool International
Inc.
(OTCBB:BIPL) announced that the company had received the required
affirmative
votes of a majority of all outstanding shares to complete the merger of the
company with Xtrana Inc. (Denver) at its annual meeting of stockholders
held
this morning and closed the merger immediately following the annual
meeting.
The company further announced that Michael D. Bick Ph.D., Douglas L Ayer,
N.
Price Paschall and James H. Chamberlain were re-elected to the board of
directors for the ensuing year. Other proposals passed by a majority
shareholder
vote at today's meeting were the ratification of the appointment of Ernst &
Young LLP as the company's independent public accountants and the adoption
of
the company's 2000 Stock Incentive Plan.
Effective with the closing of the merger, John H. Wheeler, chief executive
officer of Xtrana, became CEO of the new combined company. Wheeler brings
27
years of business experience in the biomedical and diagnostics fields to
the new
management team. Bick, who has served as CEO of Biopool International since
1992, will continue his service as chairman of the board.
Pursuant to the merger agreement, Biopool issued an aggregate of 9,369,461
shares of Biopool common stock in exchange for all the issued and
outstanding
shares of Xtrana common and preferred stock. As a result of the merger,
Biopool
stockholders now hold approximately 50 percent and Xtrana stockholders now
hold
approximately 50 percent of the stock of the surviving corporation. All
shares
of Xtrana common and preferred stock have been cancelled and cease to
exist.
The merger agreement also expanded the size of the board of directors to
seven,
and Wheeler, John C. Gerdes Ph.D. and Stephen K. Schultheis have been
appointed
to fill those spots and join the newly elected directors.
Wheeler joined Xtrana from Xenometrix Inc., where he served as vice
president of
sales, marketing and business development from 1993 to 1997. Previously,
Wheeler
was director of sales and marketing for Research Biochemicals Ltd. From
1987 to
1992, Wheeler was employed by Charles River Laboratories, where he held
positions including director of operations and vice president of sales and
marketing. Wheeler received his M.B.A. from Pace University, New York, and
his
B.A. in biology from the University of Bridgeport.
Gerdes is the vice president of research and development for Xtrana. In
1996, he
conceived of a unique point of care approach for DNA diagnostics, the
development of which resulted in the formation of Xtrana.
>From 1988 to 1998, Gerdes was the director of paternity analysis and
clinical
director at Immunological Associates of Denver (IAD), where he supervised
clinical testing and introduced PCR and other nucleic acid-based clinical
tests.
Gerdes has 21 publications primarily focused on molecular methods of virus
detection, and has filed four patents that provide the technical foundation
of
the Xtrana business plan.
Gerdes received a B.S. in microbiology from the University of Wyoming and a
Ph.D. in microbial genetics from the University of California at Los
Angeles
(UCLA). After completing a four-year post-doctoral fellowship in virology
again
at UCLA, he spent four years as an assistant professor at the University of
Colorado Health Sciences Center in Denver before accepting a position at
IAD, a
specialty reference testing laboratory.
Schultheis is the president and chief executive officer of Ansys
Diagnostics.
Prior to joining Ansys Diagnostics, Schultheis was vice president of
research
and development for Bennet Industries.
Prior to that, Schultheis was vice president, engineering and operations,
with
Orangematic Inc. Schultheis received a B.S. in mechanical engineering from
California State University, San Jose, and a master of science degree in
mechanical engineering from the University of Southern California.
Bick, chairman of Biopool International, commented: "The opportunities for
the
new combined company are compelling. Our future growth will be based on
developing new analytical methods for use in human diagnostics, tools for
widespread use by genome discovery companies, and products for a multitude
of
microbial tests for environmental and food processing use.
"All areas offer rapid growth and large market potential. Biopool's
well-established presence in the clinical marketplace and years of
expertise in
kit development, manufacturing, marketing, customer support and product
fulfillment will enable us to rapidly bring new products based on Xtrana's
proprietary technologies to market."
Wheeler added: "This is the beginning of an exciting new journey. The
positive
shareholder response for this merger has created a challenge for everyone
at
Biopool and Xtrana. Now it is our opportunity to demonstrate that their
support
was valid."
Xtrana was formed in 1998 based upon proprietary technologies that offer
new
approaches to nucleic acid (DNA/RNA) testing. Xtrana's goal is to become
the
leader in the development of rapid, easy-to-use, low-cost nucleic
acid-based
technology products with a focus on applications for physicians' offices
and
field use.
Xtrana's technology is applicable to nearly any nucleic acid testing
situation,
and, thus, offers an extremely broad range of potential commercial and
research
applications. One segment of the commercial market that is particularly
synergetic with Biopool's core business -- human diagnostic testing --
offers
notable opportunities due to the size of the market and the limited
development
of nucleic acid-based testing products to date.
Xtrana has already introduced its first commercial product, Xtra Amp(TM),
which
performs the extraction step for DNA testing and has advantages over
competitive
technologies by providing rapid results and allowing the sample to be
archived
and re-tested at a later date.
Founded in 1987, Biopool International develops, manufactures and markets a
full
range of test kits to assess and diagnose disorders of blood coagulation,
thrombotic risk factors, fibrinolysis, platelet function and the vascular
system, as well as specialty toxicology controls used to monitor and
measure the
presence of drugs of abuse.
The company's product line is sold to hospitals, clinical laboratories,
commercial reference laboratories, and research institutions on a worldwide
basis by the company's own sales representatives, as well as through an
extensive network of distributors.
To learn more about Biopool International and Xtrana, visit their Web sites
at
www.biopool.com and www.xtrana.com.
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 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."
CONTACT: Biopool International Inc., Ventura
805/654-0643
Michael D. Bick/Carol Hill
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