Osmetech Files for IPO

The Board of Osmetech approved a proposal to be put before Osmetech Shareholders to change the domicile of Osmetech to the United States, by reorganizing the Osmetech Group such that Osmetech will become a wholly owned subsidiary of GenMark Diagnostics Inc. and the existing Osmetech shareholders will become stockholders of GenMark.  It is proposed that GenMark shares issued to the Osmetech shareholders will be traded on the NASDAQ Global Market, and that Osmetech's AIM Trading Facility will be cancelled.  GenMark also proposes to implement an equity fundraising through an initial U.S. public offering.

The Board believes that the proposal to move to a U.S. listing on the NASDAQ Global Market is in the best interests of Osmetech shareholders. The Board believes that this is the natural next step in the evolution of the company's shareholder base which has seen a steady growth in U.S. ownership since 2006, including a significant increase over the last two years with approximately 57%. of Osmetech's ordinary shares now being beneficially owned by U.S. residents. The proposal will align the place of listing with the business activities of the Osmetech Group, which are almost entirely based in the U.S., and where the Board expects the majority of the Osmetech Group's future growth to take place. Currently more than 95% of the Osmetech Group's sales and net assets are in the U.S. The Board considers there to be a potentially larger pool of investors in the U.S. than in the U.K. who are more familiar with the Osmetech Group's business and have a better understanding of the U.S. molecular diagnostics industry, which is the current focus of the Osmetech Group. The Board also believes that there is a general reluctance on the part of U.S. investors to invest in U.K. companies of the size and profile of Osmetech unless they have a trading facility in the U.S.  Furthermore, a significant number of emerging healthcare technology companies trade on the NASDAQ Global Market and the Directors believe that there is a greater knowledge and understanding of those companies in that market.

The Board believes that the NASDAQ listing will raise the profile of the Osmetech Group amongst the investor community in the U.S. and with potential strategic partners and customers. They also believe that a trading facility on the NASDAQ Global Market may also ultimately provide greater liquidity for Osmetech shareholders. In addition, the Board expects that the parent company of the Osmetech Group will benefit from its listing being amongst a more appropriate public company peer group.

GenMark is also proposing to raise approximately $40 million through the issuance of GenMark Shares pursuant to the GenMark fundraising.  The GenMark fundraising will be on a non pre-emptive basis, which means the existing Osmetech shareholders will not have an entitlement to participate in the GenMark financing. As of the date of this announcement, the number and price at which the GenMark shares will be issued pursuant to the GenMark fundraising is not known, and will not be known before Osmetech shareholders vote on the scheme at the shareholder meetings. The number of GenMark shares to be issued pursuant to the GenMark fundraising, together with the price at which they will be issued, and accordingly the actual dilutive effect on Osmetech shareholders as a consequence of the GenMark fundraising will be announced on AIM when they have been determined. It is anticipated that the GenMark fundraising will be completed at the same time as the Scheme of Arrangement becomes effective. By voting in favor of the scheme at the shareholder meetings, Osmetech shareholders will be giving the GenMark Directors discretion to determine the number of GenMark shares and the price at which they are issued pursuant to the GenMark fundraising.  While the GenMark fundraising will have a dilutive effect on Osmetech shareholders, the funds to be raised by the GenMark fundraising will be available for the future development of the Osmetech Group for the benefit of all Osmetech shareholders.

The net proceeds of the GenMark Fundraising will, if it is completed, be used to develop the Osmetech Group's products, to fund sales and marketing initiatives, and for general corporate purposes.
 

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