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Meridian Bioscience to Begin Redeeming 7% Convertible Subordinated Debentures

January 13, 2004 at 10:31 AM EST

CINCINNATI--(BUSINESS WIRE)--Jan. 13, 2004--Meridian Bioscience, Inc. (Nasdaq:VIVO) today announced that it will begin a program to redeem at par its outstanding issue of 7% Convertible Subordinated Debentures due 2006. The first call for redemption, in the amount of $4 million, will take place soon after January 28, 2004, the date when debentureholders lose their right to exchange their current debentures for new debentures. It is anticipated that the Company will make additional redemptions, at par value, prior to the maturity date of the debentures.

Holders of current debentures will have until 12:00 midnight EST on Wednesday, January 28, 2004 to exchange their debentures for new 5% Convertible Subordinated Debentures that mature September 1, 2013. The new debentures cannot be called at par before September 1, 2007, and have a lower conversion price than the current debentures. The offer is being made only by an offering memorandum. For copies of the offering memorandum and information on how to participate in the exchange offer, debentureholders should contact their broker, financial advisor, or D.F. King & Co. at 888-887-1266, the information agent for the exchange offer.

Commenting on the redemption program, William J. Motto, Chairman and Chief Executive Officer, stated, "The effect of this action will be positive for the Company in that earnings will be increased due to lower interest expense, future share dilution will be reduced because of debentures redeemed, and long-term permanent capital will be provided through debentures exchanged. Our debentureholders that choose to exchange their current debentures for new debentures will receive a 5% yield, call protection through 2007, a ten-year period to convert into the Company's common stock, and a lower conversion price ($14.50 vs. $16.09 per share) into the underlying common stock."

This press release shall not constitute an offer to exchange or a solicitation of an offer to exchange the Existing Debentures for New Debentures. The Exchange Offer is being made solely pursuant to the offering memorandum dated November 12, 2003, and related letter of transmittal. Investors and security holders are advised to read both the offering memorandum and the related letter of transmittal regarding the Exchange Offer because they contain important information.

FORWARD-LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 provides a safe harbor from civil litigation for forward-looking statements accompanied by meaningful cautionary statements. Except for historical information, this report contains forward-looking statements which may be identified by words such as "estimates," "anticipates," "projects," "plans," "expects," "intends," "believes," "should" and similar expressions or the negative versions thereof and which also may be identified by their context. Such statements are based upon current expectations of the Company and speak only as of the date made. The Company assumes no obligation to publicly update any forward-looking statements. These statements are subject to various risks, uncertainties and other factors that could cause actual results to differ, including, without limitation, the following: Meridian's continued growth depends, in part, on its ability to introduce into the marketplace enhancements of existing products or new products that incorporate technological advances, meet customer requirements and respond to products developed by Meridian's competition. While Meridian has introduced a number of internally-developed products, there can be no assurance that it will be successful in the future in introducing such products on a timely basis. Ongoing consolidations of reference laboratories and formation of multi-hospital alliances may cause adverse changes to pricing and distribution. Costs and difficulties in complying with laws and regulations administered by the United States Food and Drug Administration can result in unanticipated expenses and delays and interruptions to the sale of new and existing products. Changes in the relative strength or weakness of the U.S. dollar can change expected results. One of Meridian's main growth strategies is the acquisition of companies and product lines. There can be no assurance that additional acquisitions will be consummated or that, if consummated, will be successful and the acquired businesses successfully integrated into Meridian's operations.

Meridian is a fully integrated life science company that manufactures, markets and distributes a broad range of innovative diagnostic test kits, purified reagents and related products and offers biopharmaceutical enabling technologies. Utilizing a variety of methods, 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 diagnostic 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 healthcare. Meridian has strong market positions in the areas of gastrointestinal and upper respiratory infections, serology, parasitology and fungal disease diagnosis. In addition, Meridian is a supplier of rare reagents and specialty biologicals along with proteins and other biologicals used by biopharmaceutical companies engaged in research for new drugs and vaccines. The Company markets its products to hospitals, reference laboratories, research centers, veterinary testing centers, physician offices and diagnostics manufacturers in more than 60 countries around the world. The Company's shares are traded through Nasdaq's National Market, symbol VIVO. Meridian's website address is www.meridianbioscience.com.

CONTACT: Meridian Bioscience, Inc.
John A. Kraeutler, 513-271-3700

SOURCE: Meridian Bioscience, Inc.