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Published on 24 January 2011

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Novartis to acquire Genoptix, Inc.

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Basel, January 24, 2011 – Novartis announced today that it has entered into a definitive agreement for the acquisition of Genoptix, Inc. (NASDAQ: GXDX), a specialized laboratory providing personalized diagnostic services to community-based hematologists and oncologists.

The acquisition will enhance Novartis’s tools and services that aim to improve health outcomes for patients by advancing the ability to define and monitor individualized treatment programs.

Under the terms of the agreement, Novartis will commence a tender offer for all outstanding shares of common stock of Genoptix at $25.00 per share in cash.

This represents a total equity value of $470m and an enterprise value of $330m.

The Novartis offer represents a premium of 39% over Genoptix’s unaffected share price of $17.98 on December 13, 2010.

It also implies a 27% premium over the closing price of $19.76 on January 21, 2011.

“The acquisition of the Genoptix medical laboratory will serve as a strong foundation for our individualized treatment programs,” said Joseph Jimenez, CEO of Novartis.

“Genoptix is an innovative company with a talented team of people who share our commitment to transforming the way medicine is practiced. By integrating Genoptix within Novartis, we can greatly enhance the value we add to patients, clinicians, payors and society.”

Founded in 1999 and based in Carlsbad, California, Genoptix is a publicly traded, profitable laboratory that specializes in diagnosing cancers in bone marrow, blood and lymph nodes.

In 2009, Genoptix had sales of $184m, and for the first nine months of 2010, its reported revenue totalled $148m.

Genoptix employs approximately 500 people and will become part of Novartis Molecular Diagnostics (MDx), a unit within the Novartis Pharmaceuticals Division.

The acquisition will support and expedite the development of companion diagnostic programs, especially in oncology.

Novartis plans to maintain the existing operations and continue delivering Genoptix’s portfolio of personalized diagnostics services to community-based hematologists/oncologists across the US.

The Genoptix Board of Directors has unanimously approved the transaction and agreed to recommend that Genoptix stockholders tender their shares.

The transaction is conditional upon the tender of at least a majority of the shares of Genoptix in the tender offer, receipt of regulatory approvals and other customary closing conditions.

The transaction is expected to close within the first half of 2011.



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