Filed by OraSure Technologies, Inc.
pursuant to Rule 425 under the
Securities Act of 1933, as amended
Subject Company: STC Technologies, Inc.
Commission File No. 333-39210
FOR IMMEDIATE RELEASE
[Epitope logo] [STC Technologies Inc. logo]
COMPANY CONTACT: COMPANY CONTACT:
Chuck Bergeron Mike Gausling
Chief Financial Officer Chief Executive Officer
503-641-6115 610-882-1820 ext. 3039
[email protected] [email protected]
EPITOPE'S MERGER PARTNER STC TECHNOLOGIES SIGNS WITH MERIDIAN DIAGNOSTICS TO
COMMERCIALIZE RAPID INFECTIOUS DISEASE TESTS
BEAVERTON, ORE. (AUGUST 31, 2000) - Epitope, Inc., (Nasdaq:EPTO) its proposed
merger partner, STC Technologies, Inc., and Meridian Diagnostics, Inc.
(Nasdaq:KITS) announced today that they have entered into multi-year,
multi-million dollar exclusive Research and Supply Agreements to develop,
manufacture, and sell a broad range of point-of-care tests for the rapid
detection of parasites, gastrointestinal, and upper respiratory diseases.
The tests will utilize Up-Converting Phosphor Technology - UPT(TM) - STC's
proprietary diagnostic label technology which allows high sensitivity
multiplexed diagnostic testing. In pilot feasibility studies, STC and Meridian
demonstrated that UPT(TM) improves sensitivity by up to three orders of
magnitude for selected prospective biological pathogens, opening the door for
earlier disease detection in clinical practice. UPT(TM) labels are stable for
use in a wide variety of biological specimens and allow simultaneous detection
of multiple biological markers. When used in conjunction with antibodies or DNA
probes, UPT(TM) labels eliminate background interference, dramatically
increasing the potential sensitivity of test systems.
UPT(TM) labels are the heart of UPlink(TM), a point-of-care rapid testing system
being developed by STC. The UPlink(TM) system consists of a proprietary sample
collector, test cassette, and benchtop reader. The reader is designed to analyze
a biological specimen and provide results to laboratory information systems.
STC believes that its agreements with Meridian validate the flexibility of the
UPlink(TM) reader system and complement its current development programs. Mike
Gausling, STC's president and CEO stated, "We initially targeted UPT(TM)
development efforts to commercialize a rapid test for the simultaneous detection
of five drugs of abuse in oral fluid samples. The Company expects to complete
development of an UPlink(TM) system for that purpose by year-end. The advanced
stage of the UPlink(TM) development cycle, coupled with Meridian's market
leadership in infectious disease
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testing, make us confident that we can bring a test system for Meridian's
applications to the market in 2001."
"From Epitope's point of view, the merger with STC was driven in large part by
the promise of the Up-Converting Phosphor Technology," stated Robert D.
Thompson, president and CEO of Epitope. "This is the second major research and
supply agreement closed by STC in the past nine months, and represents strong
validation of the technology and its market prospects."
Meridian believes that its agreements with STC leverage the strengths of both
companies. John A. Kraeutler, Meridian's president and COO, stated, "Our new
relationship with STC is a significant step forward in Meridian's stated
strategy of investing in new technologies and partnerships that offer earlier
disease detection with greater customer ease and convenience. We believe
UPT(TM), in combination with Meridian's broad range of source biologicals, has
the potential to redefine and dramatically improve acute infectious disease
diagnosis. Our collaboration with STC provides a template for rapid test menu
expansion with a new, highly advanced technology platform."
Epitope, Inc. develops, manufactures, and markets medical devices and diagnostic
products utilizing its proprietary oral fluid technologies for sale to public-
and private-sector clients worldwide. The Company's primary focus is on the
detection of HIV antibodies, with emphasis in the U.S. life insurance and global
public health markets, and on the use of oral fluid testing for the detection of
drugs of abuse and other analytes. In May 2000, the Company announced its
intention to merge with STC. Epitope's web site address is www.epitopeinc.com.
STC Technologies, Inc. is a privately held company that develops, manufactures,
and markets proprietary in vitro diagnostic products and medical devices for use
in clinical laboratories, physician offices and workplace testing. STC is the
leading supplier of oral fluid assays to the insurance risk assessment testing
market and also manufactures and markets other substance abuse testing products.
STC is developing Up-Converting Phosphor Technology - UPT(TM) for a broad range
of diagnostic applications including, but not limited to, use in rapid
point-of-care oral fluid testing for the detection of drugs of abuse and for
infectious disease testing. STC's web site address is www.stctech.com.
Meridian Diagnostics, Inc. (Nasdaq:KITS) is a fully integrated medical
diagnostic company that manufactures, markets, and distributes a broad range of
innovative diagnostic test kits, purified reagents, and related products.
Utilizing a variety of technologies, these products provide accuracy,
simplicity, and speed in the early diagnosis and treatment of common medical
conditions, such as gastrointestinal, viral, urinary, and respiratory
infections. All Meridian products are used outside of the human body and require
little or no special equipment. The Company's products are designed to enhance
patient well-being while reducing the total outcome costs of health care.
Meridian has strong market positions in the areas of fungal disease diagnosis,
parasitology, gastrointestinal infections, and upper respiratory conditions. The
Company markets its products to hospitals, reference laboratories, research
centers, and physician offices in more than 60 countries around the world. The
Company's shares are traded through Nasdaq National Market, symbol KITS.
Meridian's web site address is www.meridiandiagnostics.com.
Statements in this press release about future events or performance are
forward-looking statements. Actual results could be significantly different from
those discussed in the forward-looking statements. Factors that could affect
results include unanticipated research and development obstacles; loss of key
personnel; failure to comply with regulations of the FDA or other regulatory
agencies; obstacles to marketing of products; ability to develop product
distribution channels; development of competing products; market acceptance of
oral fluid testing products; and changes in international, federal or state laws
or regulations. Although forward-looking statements help to provide complete
information about the Company, readers should keep in mind that forward-looking
statements are much less reliable than historical information.
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ADDITIONAL INFORMATION AND WHERE TO FIND IT:
EPITOPE HAS FILED A REGISTRATION STATEMENT ON FORM S-4 UNDER THE NAME ORASURE
TECHNOLOGIES, INC., IN CONNECTION WITH THE PROPOSED MERGER WITH STC
TECHNOLOGIES, INC., AND PLANS TO MAIL A PROXY STATEMENT/PROSPECTUS TO EPITOPE
AND STC SHAREHOLDERS CONTAINING INFORMATION ABOUT THE MERGER. INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY
STATEMENT/PROSPECTUS CAREFULLY WHEN THEY ARE AVAILABLE BECAUSE THEY CONTAIN
IMPORTANT INFORMATION. YOU MAY OBTAIN FREE COPIES OF THESE DOCUMENTS THROUGH THE
WEB SITE MAINTAINED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION AT
HTTP//WWW.SEC.GOV.
EPITOPE FILES ANNUAL, QUARTERLY AND SPECIAL REPORTS, PROXY STATEMENTS, AND OTHER
INFORMATION WITH THE SECURITIES AND EXCHANGE COMMISSION. YOU MAY OBTAIN FREE
COPIES AT THE WEB SITE MAINTAINED BY THE SEC AT HTTP//WWW.SEC.GOV, OR BY WRITING
EPITOPE AT: EPITOPE INVESTOR RELATIONS, 8505 SW CREEKSIDE PLACE, BEAVERTON,
OREGON 97008.
EPITOPE, ITS DIRECTORS, EXECUTIVE OFFICERS, AND CERTAIN MEMBERS OF MANAGEMENT
AND EMPLOYEES MAY BE SOLICITING PROXIES FROM EPITOPE SHAREHOLDERS IN FAVOR OF
APPROVAL OF THE MERGER. A DESCRIPTION OF ANY INTERESTS, DIRECT OR INDIRECT, THAT
EPITOPE'S DIRECTORS AND EXECUTIVE OFFICERS HAVE IN THE MERGER WILL BE INCLUDED
IN THE PROXY STATEMENT/PROSPECTUS.
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