Vitrolife intends to offer to acquire MediCult

Vitrolife intends to offer to acquire MediCult

Vitrolife AB (publ) (“Vitrolife”) announces its intention to make a voluntary
exchange offer to the shareholders of MediCult a/s (“MediCult”) (OSE: MEC) to
acquire all outstanding shares in MediCult (the “Offer”). 

Summary
• A combined Vitrolife and MediCult will become a strong competitor to the
market leaders within products for assisted reproduction. The new group's
coordinated R&D resources will increase the potential to become the leading
player in clinical products for assisted reproduction, stem cell culture and
organ preservation 

• Vitrolife intends to offer 5 new Vitrolife shares for every 9 MediCult shares
held. The new Vitrolife shares will upon completion of the Offer be listed on
NASDAQ OMX Stockholm

• The Offer values MediCult at approximately NOK 362 million (SEK 415 million),
or NOK 12.76 per share 

• The Offer represents a premium of 56 per cent over the closing price of the
MediCult share on Oslo Børs on 13 January 2009 of NOK 8.20 and 82 per cent over
the volume weighted average closing price of the MediCult share on Oslo Børs for
the preceding 30 trading days of NOK 7.01

• Vitrolife expects the transaction to be accretive to earnings per share from
2010 onwards

• Orkla, Skagen Fondene and MP Pensjon, the largest, third largest and seventh
largest shareholder in MediCult respectively, are positive to the initiative as
there seems to be an industrial logic in the Offer. The named shareholders have
however not yet concluded on the terms in the Offer and will need the acceptance
period to evaluate this in more detail
• Formal offer documentation with complete details of the Offer will be
distributed to all eligible shareholders of MediCult following approval from
Oslo Børs, and as soon as regulatory and legal conditions allow. The acceptance
period is expected to commence on or about 4 February 2009 and end on or about
25 February 2009 (subject to extensions). Settlement is expected to begin about
one week after the end of the acceptance period

Dr. Magnus Nilsson, CEO of Vitrolife says:
“Combining Vitrolife and MediCult will create a group with improved ability to
compete with the market leaders within products for assisted reproduction.
Furthermore, the new stronger joint R&D resources will increase the potential of
success, especially within the fields of stem cell culturing and organ
preservation. Also, it is evident that there are considerable cost saving
opportunities within areas such as sales & marketing, logistics, R&D and
administration.” 

Patrik Tigerschiöld, Chairman of the Board of Vitrolife says:
“The deal structure of the proposed transaction where MediCult shareholders
receive new Vitrolife shares implies that they will not only receive the upside
of the offer premium, but will also benefit from future synergies. I am
convinced that the proposed transaction will create considerable value for the
shareholders of both Vitrolife and MediCult.” 
Telephone conference:
Dr. Magnus Nilsson, CEO of Vitrolife, will at 11.00 CET today give his views on
the proposed transaction followed by a Q&A session in a call-in phone
conference. The conference call can be accessed as follows: From Norway - dial
800 80 119, outside Norway - dial +47 23 000 400. Before the conference call,
presentation material will be available at the company web page,
www.vitrolife.com, under the section Investors/News.

Contact persons
Contact persons at Vitrolife with respect to the Offer:
Patrik Tigerschiöld, Chairman of the Board, tel. +46 707 77 71 90
Dr. Magnus Nilsson, CEO, tel. +46 31 721 80 61


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Vitrolife is a global biotechnology/medical device Group that works with
developing, manufacturing and selling advanced products and systems for the
preparation, cultivation and storage of human cells, tissue and organs. The
company has business activities within three product areas: Fertility,
Transplantation and Stem Cell Cultivation. 
     The Fertility product area works with nutrient solutions (media),
cryopreservation products and advanced consumable instruments such as needles
and pipettes, for the treatment of human infertility. The Transplantation
product area works with solutions and systems to evaluate and maintain organs
outside the body order to select usable organs and keeping them in optimal
condition while waiting for transplantation. The Stem Cell Cultivation product
area works with media and instruments to enable the use and handling of stem
cells for therapeutic purposes. 
     Vitrolife today has approximately 140 employees and the company's products
are sold in more than 80 markets. The company is headquartered in Gothenburg,
Sweden, and there are subsidiaries in USA, Australia, France and Italy.
Production facilities are located in Sweden and USA. 
     The Vitrolife share is listed on NASDAQ OMX Stockholm, Small Cap.
________________________________________________________________________________
_________________________________________________
Vitrolife AB (publ), Box 9080, SE-400 92 Gothenburg, Sweden. Corporate identity
number 556354-3452.
Tel: +46 31 721 80 00. Fax: +46 31 721 80 90. E-mail: info@vitrolife.com.
Homepage: www.vitrolife.com.

The information in this press release is such as that which Vitrolife is
required to publish in accordance with the Swedish Securities Market Act. The
information was submitted for publication on 14 January 2009 at 08.00 CET.

Not for release, distribution or publication into or in the United States,
Australia, Canada, Japan or the republic of South Africa.