Molecular Devices Announces Definitive Agreement to Acquire Axon Instruments

Molecular Devices Announces Definitive Agreement to Acquire Axon Instruments 


SUNNYVALE, Calif., March 21  /PRNewswire-FirstCall/ -- Molecular Devices
Corporation  today announced that it has entered into a definitive agreement to
acquire Axon Instruments, Inc.,  for approximately U.S. $70 million in cash and
approximately U.S. $70 million in Molecular Devices common stock (based on a
current average stock price).  In addition, Molecular Devices will assume Axon's
approximately U.S. $29 million in cash and marketable securities.  This
strategic transaction would expand Molecular Devices' product portfolio with
systems for cellular neurosciences and genomics and combine complementary
product lines in the fast-growing areas of high throughput imaging and
electrophysiology.  Among the expected benefits of the acquisition are product
development synergies and improved distribution of Axon's products through
Molecular Devices' worldwide sales and marketing organization.

Established in 1983, Axon is a pioneer in the field of electrophysiology, the
preferred method for studying ion channels, an area of significant interest to
pharmaceutical companies and life sciences researchers.  Axon's products for
electrophysiology address a wide range of customer needs, from lower-throughput
research tools to the PatchXpress system for automated ion channel analysis. 
Axon also offers a popular line of instruments for scanning DNA and protein
arrays and the ImageXpress system for high throughput biology applications. Axon
achieved revenues of U.S. $33.5 million in 2003 and was profitable on both an
operating and a net income basis. Axon employs 128 people, primarily in its
Union City, California headquarters.

Commenting on the transaction, Dr. Joseph Keegan, President and Chief Executive
Officer of Molecular Devices, said, "This acquisition is an exciting opportunity
for Molecular Devices to broaden our footprint in our core drug discovery and
life sciences markets and further strengthen our technology base.  Both
Molecular Devices and Axon possess world-class engineering and longstanding
track records for delivering innovative products.  Together, we would have an
exceptional capability to provide enabling technology in areas of great
importance to pharmaceutical and life sciences customers, including genomics,
imaging, and the screening of GPCRs, kinases and ion channels."

Dr. Alan Finkel, Chief Executive Officer of Axon, added, "Molecular Devices'
technological expertise, market presence, and excellent reputation make it an
ideal partner for Axon.  This combination would enhance the visibility of Axon's
products and accelerate the development of innovative new products, particularly
in the areas of imaging and ion channel screening." After the closing of the
transaction, it is anticipated that Dr. Finkel will become Vice President and
Chief Technology Officer of Molecular Devices, reporting to Dr. Keegan, who will
remain President and Chief Executive Officer.  As previously announced, Geoffrey
Powell will retire from the position of President of Axon after the closing of
the transaction.

Under the terms of the transaction, each share of Axon common stock would be
converted into the right to receive U.S. $0.1359 in cash and 0.00734 of a share
of Molecular Devices common stock.  A substantial portion of the equity held in
Axon is traded on the Australian Stock Exchange (ASX) in CUFS; each CUFS holder
would also receive U.S. $0.1359  in cash and 0.00734 of a share of Molecular
Devices common stock for each share of Axon common stock subject to a CUFS. 
Holders of options, other than those issued under Axon's employee option plans,
would receive cash and shares of Molecular Devices common stock in the same
amounts as they would have received had they exercised their options immediately
prior to the effective date of the acquisition, net of the option exercise
price. Molecular Devices would also assume outstanding options to purchase Axon
common stock issued under Axon's employee option plans, which would convert into
options to purchase common stock of Molecular Devices.

The transaction is subject to customary closing conditions, including approval
of the transaction by the stockholders of Molecular Devices and the shareholders
of Axon, Hart-Scott-Rodino clearance and the effectiveness of a registration
statement with the Securities and Exchange Commission. If the transaction closes
by the end of the second quarter of 2004, Molecular Devices would anticipate
increasing its revenue guidance for the second half of 2004 by $20 million,
bringing it to a range of $145 million to $155 million for the full year. 
Molecular Devices also expects that it would realize $4 million to $5 million in
expense synergies on an annualized basis.  The transaction is expected to be
neutral to earnings per share guidance for 2004 and Molecular Devices
anticipates maintaining its current EPS guidance of $0.65 to $0.75 for the year.
 While Molecular Devices has not established guidance for 2005, the transaction
is expected to be accretive to the EPS generated by Molecular Devices on a
stand-alone basis in 2005.

Conference Call Information

Molecular Devices will host a conference call on Monday, March 22 at 8:00 a.m.
PST (11:00 a.m. EST).  Interested parties can participate in the call by dialing
800-967-7141 (domestic) or 719-457-2630 (international).  A taped replay of this
call will be available through April 2, 2004.  Replay dial-in numbers are
888-203-1112 (domestic) and 719-457-0820 (international) and the access code for
the replay is 583884.  Investors can also access a live web- cast of the call
through a link posted on the investor page on Molecular Devices' website
(http://www.moleculardevices.com/).  A replay of the web-cast will remain at
this location through April 2, 2004.

About Molecular Devices Corporation

Molecular Devices Corporation is a leading developer of high-performance,
bioanalytical measurement systems that accelerate and improve drug discovery and
other life sciences research.  Molecular Devices' systems and consumables enable
pharmaceutical and biotechnology companies to leverage advances in genomics and
combinatorial chemistry by facilitating the high-throughput and cost-effective
identification and evaluationof drug technologies that integrate its expertise
in engineering, molecular and cell biology, and chemistry.  Molecular Devices
enables its customers to improve research productivity and effectiveness, which
ultimately accelerates the complex process of discovering and developing new
drugs.

About Axon Instruments, Inc.

Axon Instruments, Inc., (http://www.axon.com/) produces a broad spectrum of
instrumentation and software for cellular neurosciences, genomics, and cell-
based screening. In cellular neurosciences and genomics, Axon is widely
recognized as one of the world's pre-eminent manufacturers of drug discovery
instrumentation. The company's goal is to produce a range of superior yet
affordable instrument and software systems for drug discovery aimed at the
pharmaceutical industry, biotechnology companies, and academic researchers.
Founded in 1983 and located in Union City, California and Melbourne, Australia,
Axon Instruments is a California corporation listed on the Australian Stock
Exchange (symbol: AXN.AX).

Forward-Looking Statements

This press release contains "forward-looking" statements, including statements
related to the success of the acquisition and potential future revenues, expense
synergies and earnings. Any statements contained in this press release that are
not statements of historical fact may be deemed to be forward-looking
statements. Words such as "believes," "anticipates," "plans," "expects," "will,"
and similar expressions are intended to identify forward- looking statements.
The success of the acquisition and future operating results of Molecular Devices
may differ materially from the results discussed or forecasted in the
forward-looking statements due to factors that include, but are not limited to,
risks associated with acquisitions, such as the potential inability to realize
the expected benefits and synergies of the transaction, risks related to future
opportunities and plans for the combined company, potential difficulties in the
assimilation of operations, strategies, technologies and products of the
acquired company, the risk of loss of key personnel of the acquired company and
the risk of diversion of management attention from other business concerns, and
general business risks including, among others, risks detailed from time to time
in Molecular Devices' SEC reports, including its Annual Report on Form 10-K for
the year ended December 31, 2003.  Molecular Devices Corporation does not
undertake any obligation to update forward-looking statements.

Additional Information and Where to Find It

Molecular Devices Corporation plans to file a Registration Statement on SEC Form
S-4 in connection with the merger, and Molecular Devices and Axon expect to mail
a Joint Proxy Statement/Prospectus to stockholders of Molecular Devices and
shareholders of Axon containing information about the merger. Investors and
security holders are urged to read the Registration Statement and the Joint
Proxy Statement/Prospectus carefully when they are available. The Registration
Statement and the Joint Proxy Statement/Prospectus will contain important
information about Molecular Devices, Axon, the merger and related matters. 
Investors and security holders will be able to obtain free copies of these
documents through the website maintained by the U.S. Securities and Exchange
Commission at http://www.sec.gov/.  Free copies of the Joint Proxy
Statement/Prospectus and these other documents may also be obtained from
Molecular Devices by directing a request through theInvestors portion of
Molecular Devices' website at http://www.moleculardevices.com/ or by mail to
Molecular Devices Corporation, 1311 Orleans Drive, Sunnyvale, California, 94089,
attention:  Investor Relations, telephone:  [phone].

In addition to the Registration Statement and the Joint Proxy
Statement/Prospectus, Molecular Devices files annual, quarterly and special
reports, proxy statements and other information with the Securities and Exchange
Commission.  You may read and copy any reports, statements or other information
filed by Molecular Devices at the SEC public reference room at 450 Fifth Street,
N.W., Washington, D.C. 20549.  Please call the Commission at 1- 800-SEC-0330 for
further information on the public reference room.  Molecular Devices' filings
with the Commission are also available to the public from commercial
document-retrieval services and at the website maintained by the Commission at
http://www.sec.gov/.

Interests of Certain Persons in the Merger

Molecular Devices will solicit proxies from Molecular Devices' stockholders in
favor of the issuance of shares of Molecular Devices' common stock in the
merger.  The directors and executive officers of Molecular Devices and the
directors and executive officers of Axon may be deemed to be participants in
Molecular Devices' solicitation of proxies.  Certain executive officers and
directors of Axon have interests in the merger that may differ from the
interests of stockholders generally. These interests will be described in the
Joint Proxy Statement/Prospectus when it becomes available. 

DATASOURCE: Molecular Devices Corporation



CONTACT:  Tim Harkness of Molecular Devices Corporation, [phone]



Web site:  http://www.moleculardevices.com/

http://www.axon.com/ 

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