News - Deal between IMII & Bayer:
Tuesday December 8, 8:05 am Eastern Time
Company Press Release
Bayer and Intelligent Medical Imaging Sign Agreements for Hematology Automation
TARRYTOWN, N.Y.--(BUSINESS WIRE)--Dec. 8, 1998--Bayer Diagnostics and Intelligent Medical Imaging, Inc. (Nasdaq:IMII, Palm Beach Gardens, FL) announced today that the two companies have signed definitive agreements providing for the purchase by Bayer of a license for IMI's slide making and staining technology for hematology, the Hematology Slide Master (HSM).
Bayer plans to utilize the HSM technology to produce an automated slide maker and stainer to complement its award-winning hematology analyzer, the ADVIA® 120 Hematology System.
Under the terms of the agreements, IMI will also supply after market supplies to support Bayer's slide maker and stainer product, and Bayer will co-manufacture IMI's version of the HSM to provide expanded manufacturing capability for IMI.
''The HSM technology provides Bayer with a solid basis for development of a flexible platform for automated slide making and staining,'' commented Thomas E. Warekois, Vice President of Marketing for Bayer Diagnostics. ''The new system will be one of several new Bayer products created for larger volume laboratories, providing expanded capabilities and a new level of automation for hematology testing. These agreements are part of an overall strategy and commitment to build a family of Bayer products for the Hematology customer.''
''We are looking forward to working with Bayer,'' stated Tyce Fitzmorris, Chairman, Chief Executive Officer and President of IMI, ''and are pleased with the substantial opportunities these agreements afford. We are proud to have developed a product and infrastructure which meet the high standards of Bayer Diagnostics, and believe Bayer's choice of the HSM validates our technology.
''Importantly,'' Mr. Fitzmorris continued, '' Bayer, through its worldwide sales capabilities, provides the means for IMI to implement its strategic plan to achieve worldwide distribution of our products. The agreements establish the potential for a significant recurring revenue base through the distribution of after market supplies by Bayer.''
Bayer's Business Group Diagnostics, headquartered in Tarrytown, NY, is one of the largest diagnostics businesses in the world. The company serves customers in 100 countries with an offering that includes diagnostics systems in three key segments: Laboratory Testing, Point of Care Testing and Self Testing. The Group has about 4,800 employees worldwide and invests some $123 million in research and development annually. 1997 sales were $1.1 billion. Bayer Diagnostics is a member of the worldwide Bayer Group, a $32 billion chemical and pharmaceutical company based in Leverkusen, Germany.
Intelligent Medical Imaging, Inc. developed and markets the MICRO 21 System, and intelligent, automated microscope system, the HSM an automated blood slide maker and the USM, an automated urine slide maker for diagnostic use in hospitals, commercial reference, physician group practice laboratories and pharmaceutical and veterinary laboratories.
This news release includes ''forward-looking statements'' within the meaning of and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance or achievements of Intelligent Medical Imaging, Inc. (IMI) or events, or timing of events relating to IMI to differ materially from any future results, performance or achievements of IMI or events, or timing of events, relating to IMI expressed or implied by such forward looking statements. Such factors include, among others: the potential delays in IMI's achievement of substantial market penetration and widespread acceptance of the MICRO 21 System and the HSM; delays and impediments associated with the industry and market perception of the dispute, even though now settled, between IMI and Coulter; the expense, delays and potential setbacks in development of competent and capable sales and marketing teams and service teams for penetration and support of the market for the MICRO 21 and the HSM; the potential failure of IMI's sales team, Coulter or other distributors to sell MICRO 21 systems in amounts sufficient to help IMI achieve its sales goals; the need for IMI to raise additional capital to finance operations in the near-term, through debt or equity, and the inability to provide assurances that such capital will be available or available on terms favorable to IMI; uncertainty as to the ability of IMI to achieve sales and marketing goals following implementation of IMI's cost reduction program, including reduction in sales and marketing personnel, due to the decrease in personnel and the possible adverse impact on potential customer perception of IMI; the potential for an adverse judgement against IMI in connection with the ongoing arbitration of the dispute between IMI and DiaSys Corporation; delays in closing sales of systems placed for evaluation due to the length of the closing cycle, uncertainty due to industry consolidation and customer budget processes and restrictions; and the possibility that agreements with potential strategic partner candidates will not be consummated or will not result in significant improvement of results. IMI cannot assume that it will be able to anticipate or respond timely to any of the factors listed above, which could adversely affect operating results.
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Contact:
Bayer Corporation
Dianne Hunter, 914/524-3848
or
Intelligent Medical Imaging, Inc.
Tyce Fitzmorris, 561/627- 0344
or
Financial Relations Board
Joe Calabrese, 212/661-8030
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