SOURCE: Fletcher-Flora, Inc. (CFI, Inc.)

March 18, 2005 12:02 ET

CFI, Inc. Enters Into Merger Agreement With Fletcher-Flora, Inc.

ANAHEIM, CA -- (MARKET WIRE) -- March 18, 2005 -- CFI, Inc. (OTC: CFIO) announced today that it has entered into a definitive merger agreement with Fletcher-Flora, Inc., a provider of physician office and small hospital laboratory information systems. Under the terms of the proposed agreement, the stockholders of Fletcher-Flora will own a majority of the outstanding capital stock of CFI after giving effect to the merger. Upon consummation of the merger, Fletcher-Flora will be entering into an agreement to acquire additional new technology that targets the larger hospital market.

Consummation of the merger is subject to a number of conditions, including completion by CFI of a 1 for 9 reverse split. At or promptly following the closing, CFI will file to amend its corporate name to "Fletcher-Flora Health Care Systems, Inc." CFI anticipates closing the merger transaction within approximately thirty days and will announce its new symbol and new CUSIP number in the upcoming weeks.

Fletcher-Flora develops and distributes a full line of Laboratory Information System (LIS) products dedicated to solving the day-to-day problems of the clinical laboratory. With over 20 years developing LIS systems, it has become a rapidly growing LIS company in the physician office lab marketplace, and a leader in Electronic Medical Records and Practice Management interfaces. Fletcher-Flora has grown from having 80 systems installed in 1996 to over 1200 total installed systems by year end 2004. Of these, over 250 of these installations are in hospital accounts and the balance in Physician Office laboratories, Group practices and Reference laboratories. 2004 unaudited annual revenues were approximately $5,000,000.00.

According to Fletcher-Flora's President, Neal Flora, "Fletcher-Flora is a dynamic laboratory software company that has successfully marketed its LabPak® product line for nearly a decade. During that time, Fletcher-Flora has become one of the unit placement leaders in the Physicians Office Laboratory (POL) market and has achieved the number one position ranking in total customer account placements in the POL market for 2004, as researched and ranked in the R.L. Johnson Annual LIS Report(1), a recognized and respected independent LIS expert and information resource. Moreover, while not currently targeting the hospital laboratory market directly, Fletcher-Flora has achieved the number four ranking in hospital customer placements according to the same R.L. Johnson LIS report for 2004. Therefore with the acquisition of the larger hospital technology, Fletcher-Flora is prepared to expand its business and market position as a health care software company equipped to service and be competitive in the overall hospital based marketplace."

About Fletcher-Flora

For more than 20 years, Fletcher-Flora has developed and marketed Laboratory Information Systems for physician offices and hospital laboratories. Physicians in private practice, group practices and hospitals regularly order laboratory tests on various samples to make a diagnosis or monitor patients. Typically these test are run on instruments that take the sample, add reagents and then quantify and report the results to the physician. Effective management of this data is essential for the efficiency and profitability of the laboratory. Fletcher-Flora has grown to become a leader in both the non-hospital market and hospital market.

Statements contained in this press release, which are not historical facts, are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based largely on CFI's expectations and are subject to a number of risks and uncertainties beyond CFI's control, including but not limited to economic, competitive and other factors affecting CFI's operations, management team effectiveness, expansion strategies, available financing, market prices and recovery costs, government regulations involving CFI, facts and events not known at the time of this release.

These statements are not guarantees of future performance and readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. CFI undertakes no obligation to update publicly any forward-looking statements.

(1) Laboratory Systems, R.L. Johnson & Assoc., 209 839 8052

Contact Information

  • Contact:

    Lance B. Friedman
    COO, VP Finance
    Fletcher-Flora, Inc.
    1580 Orangethorpe Way
    Anaheim, CA 92801
    www.labpak.com
    tel: 714-525-0283 ext. 295
    fax: 714-525-0280
    mob: 678-481-1600

    OR

    David Pomerantz
    Corporate Communications Group, Inc.
    (516) 791-0000 ext. 102