Epitope and STC Technologies Merger Approved

September 29, 2000 at 12:00 AM EDT

New Company Created -- OraSure Technologies, Inc.

 BEAVERTON, Ore.--(BW HealthWire)--Sept. 29, 2000--Epitope, Inc. (Nasdaq:EPTO) today completed its merger with STC Technologies, Inc. (STC), a closely held private company based in Bethlehem, Pennsylvania, as stockholders of both companies voted in favor of the merger in separate meetings.

The agreement, which was approved by the board of directors of both companies and announced in May of this year, is a $260 million, all-stock deal which will result in the formation of a new point-of-care medical diagnostics company specializing in oral fluid diagnostics, OraSure Technologies, Inc. (Nasdaq:OSUR).

Under the agreement, the listing of Epitope common stock will be replaced with OraSure Technologies common stock on the Nasdaq National Market, with the ticker symbol changing from EPTO to OSUR, effective Monday, October 2, 2000.

"This merger is very exciting for Epitope and STC, as well as for the future of the medical diagnostics industry," said Robert D. Thompson, chief executive officer. "By combining the strengths inherent in these two companies to create OraSure Technologies, we maximize our intellectual capital, improve technology platforms, and extend the reach of oral fluid testing to the benefit millions. With our three platform technologies -- OraQuick®, Uplink(TM), and OraSure® -- as well as our ability to provide accurate, convenient, non-invasive collection anytime and anywhere, OraSure Technologies will be the preeminent oral fluid diagnostic company in the world."

"The merger of Epitope and STC ensures that rapid oral fluid testing will become an essential feature of the future of in-vitro diagnostics," said Michael J. Gausling, President and Chief Executive Officer. "This merger brings significant near-term and long-term diagnostic product opportunities, as well as increased licensing prospects in a variety of markets, such as food testing, environmental testing, and genomics. And with more than $20 million in cash, OraSure will be well-positioned to further develop our technologies and expand our markets."

Epitope will issue one new share of OraSure Technologies stock for each outstanding share of Epitope stock. In addition, STC shareholders will receive approximately 19.3 million shares of OraSure stock as a result of the transaction. Instructions will be provided to shareholders on how to accomplish this transfer. No stock certificates should be sent to the company at this time. Details of the merger agreement, and the companies, are available in the proxy/registration statement filed with the Securities Exchange Commission (SEC) under OraSure Technologies on August 31, 2000.

As previously announced, the chief executive officer for OraSure Technologies will be Robert D. Thompson, who currently holds this position with Epitope. The president and chief operating officer for OraSure Technologies will be Michael J. Gausling, who has been chairman, CEO and president of STC and was a co-founder of that company. The corporate headquarters for OraSure Technologies will be located in Bethlehem, Pennsylvania, beginning in January 2001. A new board of directors has been formed, consisting of three members from Epitope, three from STC and one to be determined after the merger takes effect.

Together, Epitope and STC will pool their expertise in oral fluid technology, infectious disease testing and substance abuse testing. Epitope's OraQuick® rapid assay platform and STC's Up-Converting Phosphor Technology (UPT(TM)) -- both of which are under development for a broad range of medical diagnostic testing -- will be key assets for the combined company.

OraQuick HIV is under development as the first product in the OraQuick line. The product is a rapid-format, oral fluid testing device that can detect the HIV disease within 20 minutes. The company introduced the product internationally in July 2000 and has begun its clinical trials in the United States in preparation for anticipated submission to the Food and Drug Administration early in 2001. The company plans to expand the OraQuick product line to include tests for a variety of infectious diseases.

UPT is a new technology being developed by STC for use as a reporter for diagnostic testing. This new particle reporter is an enabling technology based upon Up-Converting Phosphor Technology, which utilizes submicron particles that convert infrared light to visible light. When used in conjunction with antibodies or DNA as the probe label, UPT particles produce very low background signal, which dramatically increases the potential sensitivity of the test system. These particles also allow simultaneous detection of multiple biological markers by the use of different UPT particle colors, as well as miniaturization of the test platform and a permanent record of the test results because of the stability of the UPT particles.

The point-of-care version of UPT, using lateral flow cassettes and a desktop reader, will be called UPlink(TM). The first UPlink product will be an oral fluid rapid-test point-of-care system, which is expected to be launched in the second half of 2001. Further diagnostic uses for the UPT technology will likely be developed through licensing or other types of arrangements. STC has a strong patent position protecting the use of the UPT technology.

The technologies and expertise that both companies bring to the merger will provide the foundation for both an OraQuick set of rapid assays to be read by human eye, and a high sensitivity set of UPlink point-of-care assays to be read by a proprietary point-of-care instrument.

About OraSure

OraSure Technologies, Inc. develops, manufactures and markets medical devices and diagnostic products for use by public- and private-sector clients, clinical laboratories, physicians' offices and workplace testing. OraSure Technologies is the leading supplier of oral fluid collection devices and assays to the life insurance industry and public health markets for the detection of antibodies to HIV. In addition, the company supplies oral fluid testing solutions for drugs-of-abuse testing. For more information on the company please go to www.orasure.com.

This press release contains forward-looking statements. Actual results could be significantly different. Factors that could affect results include those relating to the proposed merger, including failure to achieve expected synergies and unexpected liabilities resulting from the two companies' operations prior to or after the merger occurs. Other factors that could affect results include loss of key personnel; failure to comply with regulations of the FDA or other regulatory agencies; obstacles to international marketing of products; loss or impairment of sources of capital; ability to develop product distribution channels; ability to develop new products; 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 future prospects, readers should keep in mind that forward-looking statements are much less reliable than historical information.

Contact:
Epitope
Charles E. Bergeron, 503/641-6115
Investorinfo@epitopeinc.com
or
Investor Relations
Michelle M. Sells, 503/641-6115
Investorinfo@epitopeinc.com

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