SOURCE: MEDITE

April 04, 2014 07:30 ET

MEDITE Group and CytoCore, Inc. Announce Closing of Acquisition

Private Placement Transaction Increases Working Capital to Accelerate Growth

ORLANDO, FL and CHICAGO, IL--(Marketwired - Apr 4, 2014) - MEDITE, a leading developer of innovative, high-quality equipment and supplies for the cancer diagnostic segments of histology, pathology and cytology today announced it has closed the acquisition transaction with CytoCore, Inc. (OTCBB: CYOE), a late development stage bio molecular diagnostics company engaged in the design, development, and commercialization of cost-effective sample collection, clinical laboratory assay and instrument systems for the early detection and classification of cancer and for the assessment of the risk for cancer progression. In conjunction with the closing of the acquisition, the companies also announced the initial closing of a private placement of common stock resulting in gross cash proceeds to the Company of $1.5 million.

Under the terms of the purchase agreement, the shareholders of MEDITE exchanged all of the issued and outstanding capital stock of MEDITE in exchange for CytoCore common stock representing approximate 76% of CytoCore's issued and outstanding common stock. As a result of the closing of the transaction, Michaela Ott, Co-President of MEDITE will serve as Chief Executive Officer and Michael Ott, Co-President of MEDITE will serve as President and Chief Operating Officer and Robert McCullough, Jr., will continue to serve as Chief Financial Officer. The Company will be headquartered in Orlando, FL.

The transaction creates a company that is well positioned to emerge as a rapidly growing disruptive force in the multi-billion dollar global histology and cytology systems marketplace with a pipeline of proprietary products including high margin stains, biomarkers and consumable products, plus the partnerships and customer relationships in place to deliver these products to market.

"We are pleased to have concluded this transaction which now allows us to focus on executing a growth plan that leverages our combined product portfolios and market opportunities," commented Michaela Ott, CEO of the combined company. "Our global customer base and in particular new distribution agreements in North American, China and Europe markets give us the momentum to grow our current revenue base and provide our proven management team with the opportunity to drive improved profitability."

About MEDITE
The Holding MEDITE Enterprise Inc., Orlando, wholly-own Medite GmbH a Germany-based Company with its subsidiaries CytoGlobe GmbH (Cytology Products, Germany), Medite GmbH (Distributor, Austria), Medite Inc. (Distributor, Americas). Since 1978, MEDITE® Group has specialized on the development, manufacture and distribution of medical laboratory automation equipment and supplies for pathology, histology and cytology. For these fields, the Company offers a complete range of devices and consumables. MEDITE Group currently sells into 70 countries and is the market leader in Germany. Through CytoGlobe, a wholly owned subsidiary, MEDITE offers a full range of products for Cytology labs. Additional information on MEDITE's products and services can be found at www.medite-group.com.

About CytoCore, Inc.
CytoCore®, Inc. is a biomolecular diagnostics company engaged in the design, development, and commercialization of cost-effective cancer screening systems and Biomarkers to assist in the early detection of cancer. CytoCore® is currently focused on the design, development, and marketing of its CytoCore Solutions™ System and related image analysis platform. The CytoCore Solutions™ System and associated products are intended to detect, classify and assess the risk of progression of cancer and cancer-related diseases, and may be used in a laboratory, clinic, or doctor's office. Recently developed cancer bio markers are in preparation for a clinical study.

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding future operating performance, events, trends and plans. All statements other than statements of historical fact contained herein, including, without limitation, statements regarding our future financial position, business strategy, budgets, projected revenues and costs, and plans and objectives of management for future operations, are forward-looking statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "will," "expects," "intends," "plans," "projects," "estimates," "anticipates," or "believes" or the negative thereof or any variation thereon or similar terminology or expressions. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are not guarantees and are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Important factors that could cause our actual results to differ from our expectations, include but are not limited to, MEDITE's ability following the acquisition to maintain and grow its revenues, our ability to integrate MEDITE's operations with our historic operations, the effect that the acquisition will have on MEDITE's existing customers and employees as well as those risk factors that apply to our operations as disclosed in Item 1A of our Report on Form 10-K for the year ended December 31, 2012 and other filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on our forward-looking statements, as they speak only as of the date made. Such statements are not guarantees of future performance or events and we undertake no obligation to disclose any revision to these forward-looking statements to reflect events or circumstances occurring after the date hereof.

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