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