Nanogen Receives Court Approval to Acquire SynX Pharma - News Item

Nanogen, Inc. and SynX Pharma Inc. announced today that the Ontario Superior Court of Justice has approved the plan of arrangement for Nanogen to acquire SynX in an all-stock transaction.

SynX shareholders and debenture holders met in Toronto on April 15, where they overwhelmingly approved the transaction by 99.8% and 100% of the votes respectively.

The total consideration for the SynX common shares is fixed at approximately CDN$16.3 million. With approximately 11.4 million SynX shares and share equivalents outstanding, it is expected that each SynX common shareholder will be entitled to receive approximately CDN$1.426 per SynX share in Nanogen common stock. The exchange ratio will be determined on the closing date. At closing, Nanogen will acquire the existing CDN$3.5 million principal amount of subordinated secured debentures of SynX in exchange for shares of Nanogen common stock.

The closing of the transaction, which is currently scheduled for April 21, 2004, is subject to other regulatory approvals and other customary closing conditions.

Posted 19^th April 2004