Biohit Oyj - Company Announcement

Biohit Oyj buys an Italian diagnostics distributor with share issue and updates its profit guidance

Biohit Oyj on April 15, 2013 at 9:35 A.M. local time (EET)



Finnish healthcare company Biohit Oyj and Italian Euroclone S.p.A. have agreed
an acquisition wherein Biohit Oyj buys Euroclone S.p.A. subsidiary Euroclone
Gastro S.r.l. that is focused on the gastrointestinal diagnostics. Following
the aquisition, Euroclone Gastro S.r.l. will form a fully Biohit-owned
subsidiary, Biohit Healthcare S.r.l., to strengthen Biohit Oyj's diagnostic
distribution in Italy. 

Biohit Oyj's Board of Directors has made ​​the decision about the acquisition.
Acquisition agreement will be signed and the acquisition is expected to be
closed during April 2013. 

The purchased company was founded in March 2013 to implement this transaction.
Euroclone S.p.A. has previously acted as a distributor of Biohit Oyj's
diagnostics in Italy. The purchased company secures the continuity of Biohit
Oyj's existing business and provides an opportunity for its further
development. Net sales of Euroclone S.p.A.'s business unit focused on
gastrointestinal diagnostic were 0.8 million euros and net income was slightly
negative in 2012. The acquired company has assets and inventory worth of 0.1
million euros and the company has no debt. The acquired company will employ 2
key employees from Euroclone S.r.l. When Euroclone Gastro S.r.l. forms a Biohit
Oyj subsidiary, Franco Aiolfi will act as a managing director. One-off expenses
that relate to the acquisition will not be significant. 

The integration of the acquired company to Biohit Group and the necessary
investments to future growth will bind key resources, and as a result it is
likely that the Biohit Oyj's earnings turnaround is expected to happen later
than previously estimated (previously announced estimate: "The company expects
earnings to turn positive in 2013, or within the first half of 2014"). 

For the above reasons, the company changes its profit guidance. Predicting
outcome due to this major restructuring and development phase is very
challenging, but the company expects earnings to turn positive during year
2014. 

For the total ownership of Euroclone Gastro S.r.l., Biohit Oyj emits 180,000
new Biohit B-shares for Euroclone S.p.A. The purchase price will be determined
by Biohit Oyj's share price one day before the acquisition closing date. These
shares are subject to trade restrictions, hence the shares may not be
transferred until 12 months have elapsed since the entry of shares, and then
the restriction is removed annually at the 60,000 share installments.
Otherwise, the shares are entitled to dividend as well as any other shareholder
rights in Biohit in the Commercial Register from. The Board has received
necessary authorizations to issue new shares in Annual General Meeting held on
April 13th, 2011. 

The subscription price shall be paid in full with contribution in kind by
contributing the full quota and ownership of Euroclone Gastro S.r.l. and its
corporate capital to Biohit Oyj. Date for the subscription is between April 18
and May 2, 2013 and application of listing of shares to NASDAQ OMX will be
submitted between April 19 and May 2, 2013 (estimated). The ground for
deviating from shareholders' pre-emptive subscription right is the objective to
strengthen Biohit Oyj's capital, effectuate a corporate acquisition and thus to
support Biohit Oyj's business and growth. 

As a result of new shares emission, the total number of Biohit shares raises up
to 13,795,593 shares (13,615,593) and the number of B-shares to 10,820,093
shares (10,640,093). The company's share capital will increase from
2,314,650.81 euros to 2,345,250.81 euros. 

The new shares will correspond to a percentage of 1.3% of the Biohit Oyj's
total number of shares and 0.3% of the share of voting rights after
registration. 

CEO Semi Korpela, Biohit Oyj: "Italy has proven to be one of the pioneers in
developing treatment practices. We want to be even more closely involved in
influencing the direction of this development. The new Italian subsidiary is a
natural continuation of a long co-operation with Euroclone. "



Additional information:

CEO Semi Korpela, Biohit Oyj
Tel. +358 9 773 861
semi.korpela@biohit.fi
www.biohithealthcare.com



Biohit in brief

Biohit Oyj is a Finnish biotechnology company operating globally that was
established in 1988. Biohit's mission is "Innovating for Health". The purpose
of the company is to take social responsibility and produce innovation, new
technologies and analysis systems for use in medicine, research institutions
and industry, helping to promote research and diagnostics and to improve the
quality of life of people by means of preventing disease, human suffering and
financial loss. We are committed to social responsibility and it is our duty to
spread knowledge about the Group 1 human carcinogen, acetaldehyde, and innovate
and develop the marketing and availability of our products and services. Biohit
is headquartered in Helsinki and its subsidiaries are located in China and the
United Kingdom. Since 1999, Biohit's Series B shares (BIOBV) have been listed
in the NASDAQ OMX Helsinki Oy Small cap/Healthcare sector. 



Euroclone S.p.A in brief

Euroclone S.p.A. was founded in 1985 by a group of Managers active in the
biomedical field and is currently active worldwide in the following areas:
Biotechnology: Cell Biology, Cytogenetics, Genomics, Proteomics, Immunology and
airborne contamination control systems (Bio Air).Diagnostics: Human, Agrofood
and Veterinary. Medical Sector: General Surgery, Surgery, Laparoscopy,
Neurosurgery, O.R.L., Meshes for Laparocele and Hernia. The company mission
involves constant product scouting on the international marketplace to supply
the latest technology advancements to the scientific community. Euroclone
S.p.A. has put in place numerous strategic co-operations with many Research
Institutions in Europe. The development and production of innovative solutions,
a Product Management and Sales team both professional and highly motivated,
together with efficient Customer care, have consolidated the presence of 
Euroclone S.p.A. domestically and internationally. Customer satisfaction is the
driving force behind the entire company structure and investment planning.
Euroclone S.p.A. is a shareholder of Labosystem S.r.l.: leading manufacturer of
laboratory furniture. Euroclone S.p.A. Quality Assurance obtained in June 2003
the UNI EN ISO 9001:2000 Quality System Certification and subsequently in June
2008 the UNI EN ISO 13485:2003 Certification. 



Additional information about the GastroPanel examination:

Biohit Oyj has developed the GastroPanel biomarker tests, a unique blood sample
examination for the screening and diagnosis of Helicobacter pylori infection
and damage or dysfunction of the mucous membrane (atrophic gastritis) of the
stomach. Unlike the H. pylori examinations still being used (13C urea breath
test and stool antigen test), the GastroPanel tests reliably detect the H.
pylori infection, the typically asymptomatic condition atrophic gastritis, and
associated risks, including cancer. 

The April 2012 Maastricht IV consensus report of the European Helicobacter
Pylori Study Group recommends blood sample biomarker tests as a reliable method
of diagnosis of diseases of the stomach mucosa and associated risk conditions.
Researchers recommend biomarker tests for the diagnosis and follow-up of
Helicobacter pylori infection and especially for atrophic gastritis that causes
achlorhydric stomachs, as well as to the screening of asymptomatic patients.
The report emphasises the fact that H. Pylori eradication therapy does not cure
precancerous gastric conditions. This is why gastroscopy and biopsy
examinations are recommended at regular intervals of 2-3 years for patients
with moderately severe or severe atrophic gastritis. Without gastroscopy and
biopsy examination, atrophic gastritis in the entire stomach (precancerous
condition) and its location can only be diagnosed with a GastroPanel biomarker
test. 

The international Healthy Stomach Initiative group's 16 gastroenterology
experts from 12 countries came to the same conclusions. Biomarker tests can be
used to diagnose and screen atrophic gastritis and related risks in both
asymptomatic patients and patients with abdominal discomfort
(www.biohithealthcare.com: Investors/ Stock Exchange Releases: 17/02/2012
Biohit Oyj's GastroPanel biomarker test recommended). According to the
taskforce, GastroPanel biomarker tests, unlike the Helicobacter pylori
examination tests still in use, reliably diagnose the most significant riskconditions of the acid-free stomach (atrophic gastritis). With the help of the
GastroPanel test, patients can be referred to appropriate further examinations,
therapy and treatment. At the same time it is also possible to reliably
diagnose patients who have a “healthy” stomach, i.e. patients who do not have
H. pylori infection and/or atrophic gastritis. 

 An IARC (WHO agency on cancer research) classification of October 2009 states
that acetaldehyde in alcoholic beverages and naturally generated in alcohol is
a group 1 carcinogen and is therefore as carcinogenic as H. pylori, asbestos,
formaldehyde and benzene. GastroPanel biomarker tests reliably detect an
anacidic stomach which is the major risk factor of gastric cancer. In addition,
recent studies show that acetaldehyde generated in an anacidic stomach is a
significant reason for gastric and oesophageal cancer risk associated with the
condition. Microbes from the mouth can colonise an acid-free stomach and
produce carcinogenic acetaldehyde from sugar and alcohol. According to gene
studies this is one of the major risk factors of gastric and oesophageal
cancer. The risk can be reduced with the help of another Finnish innovation -
prescription-free Acetium capsules, which are taken during food and alcohol
consumption, to bind (neutralise) carcinogenic acetaldehyde in the stomach. 

Literature:

1. Malfertheiner P et al. Management of Helicobacter pylori infection--the
Maastricht IV/ Florence Consensus Report. http://gut.bmj.com on May 18, 2012.
European H. pylori Study Group, ESPSG. 
2. Agréus L et al. Rationale in diagnosis and screening of atrophic gastritis
with stomach-specific plasma biomarkers. Scand J Gastroenterol 2012;47:136-47. 
3. World Health Organisation WHO, 2009.
www.iarc.fr/en/media-centre/pr/2009/pdfs/pr196_E.pdf.