XTRN seeks $$57 million from TRIB>
Xtrana Announces Answer, Affirmative Defenses to Trinity Biotech Suit and Counter Suit Seeking $57 Million In Damages
Friday January 17, 4:35 pm ET
note--it is going to get real ugly for TRIB, IMO,
and if XTRN gets full relief, that works out to $3.25 a share
BROOMFIELD, Colo.--(BUSINESS WIRE)--Jan. 17, 2003--Xtrana, Inc. (OTCBB: XTRN - News) announced today that it has filed an answer and affirmative defenses to the lawsuit filed by Trinity Biotech, plc (NASDAQ: TRIB - News). Additionally, Xtrana has filed a counter suit against Trinity seeking $57 Million in actual and punitive damages for tortious interference with prospective economic advantage, breach of contract, breach of the covenant of good faith and fair dealing, and declaratory judgment as a result of Trinity's attempt to avoid its contractual obligations to Xtrana by instituting litigation to force Xtrana to renegotiate the terms of the sale of its Hemostasis business.
On December 21, 2001, Xtrana divested its Hemostasis business segment by selling substantially all of the assets of that business to Trinity for total consideration of US$6,250,000 plus the assumption of certain liabilities associated with that business. The assets sold included the operations of Xtrana located in Ventura, California, and Xtrana's wholly owned Swedish subsidiary, Biopool AB. The total consideration of US$6,250,000 consisted of cash and notes as follows: (a) US$3,658,000 in cash which was paid on December 21, 2001; (b) a note in the amount of US$855,200 due on December 21, 2002; (c) a note in the amount of US$1,166,200 due on December 21, 2003; and (d) a note in the amount of US$570,100 due December 21, 2004. The notes carry interest at a rate of 5% per annum, and are secured by a second position on substantially all of the assets of Trinity Biotech plc that are located in the United States.
Trinity's lawsuit, served on Xtrana on December 23, 2002, alleges that Xtrana misrepresented the status of a single Xtrana product that was the subject of a publicly filed patent infringement lawsuit at the time of the sale. The product accounted for just over one percent of Xtrana's sales at the time that Xtrana discontinued selling the product as a part of settlement discussions, which was over 90 days prior to the sale of the business to Trinity. As reported in the Company's 10KSB, total sales of the Hemostasis business sold to Trinity were $8.7 million for the period ended December 31, 2001. Trinity is seeking $1.2 million in damages, and $3 million in punitive damages.
Xtrana has filed a counter suit against Trinity in response to Trinity's suit, seeking $27 million in actual damages, and $30 million in punitive damages for tortious interference with prospective economic advantage, breach of contract, and breach of the covenant of good faith and fair dealing. Xtrana is also seeking a declaratory judgment that Trinity's suit is an improper attempt to avoid its contractual obligations to Xtrana because Trinity merely instituted litigation to force Xtrana to renegotiate the terms of the sale of its Hemostasis business.
On January 6, 2003, in response to the notices of default issued by Xtrana in connection with the Trinity Notes, Trinity paid all principal and interest under the Note due on December 21, 2002, and all interest due through December 31, 2002 under the remaining two Notes.
"Trinity's suit has caused significant damage to Xtrana," said Tim Dahltorp, Xtrana's CEO. "Even though we were successful in collecting the amounts currently due us under the Notes, the cost of defending the litigation, combined with the uncertainty of collections under the remaining Notes due from Trinity, have forced us to radically reduce the investment in our commercial products and those in development. In addition, the possibility of raising additional capital, which we disclosed as a possible alternative for the Company in our last 10QSB, has been seriously undermined due to the actions of Trinity. The only course of action to protect our shareholders is to seek compensatory and punitive damages for the harm Trinity continues to cause Xtrana."
Xtrana, Inc. develops, manufactures and markets novel nucleic acid extraction kits and detection systems for use in molecular diagnostics, drug discovery, forensics, research, clinical and life sciences markets. To learn more about Xtrana, visit the Company's web site at www.xtrana.com. |
