Under the terms of the agreement, Cell Biosciences will acquire Alpha Innotech for approximately $17.9 million, or $1.50 per share, and will assume $2.1 million of outstanding debt, net of cash. The completion of the transaction is subject to customary terms and conditions, including approval by the stockholders of Alpha Innotech. The directors, executive officers and certain stockholders of Alpha Innotech, who collectively hold approximately 33% of Alpha Innotech's outstanding common stock, have entered into agreements with Cell Biosciences pursuant to which they have agreed to vote their shares of Alpha Innotech common stock in favor of the transaction. The parties expect the transaction to be completed in approximately 60 days.

In connection with the transaction, Cell Biosciences has entered into agreements to raise an additional $19 million in cash in a second closing of a Series C Preferred Stock financing and a Series D Preferred Stock financing led by its largest investor, The Wellcome Trust. Existing investors Domain Associates, Novo A/S, Latterell Venture Partners, The Vertical Group and Royal Bank of Canada have agreed to participate in the financing.

BroadOak Partners served as financial advisor to Alpha Innotech in connection with the transaction.

cellbiosciences/