San Diego, California: October 20, 2005 — Synbiotics Corporation (SBIO)
today announced that its shareholders have approved Synbiotics’ previously
announced transaction to “go private.” Specifically, the shareholders
approved a 1-for-2,000 reverse split of its common stock, with a payment
in lieu of issuing fractional shares, followed by a 2,000-for-1 forward
split of its common stock. The cash payment in lieu of fractional shares
will be at the rate of $0.13 per pre-reverse split share traceable to
the fractional shares. Synbiotics’ Board of Directors has determined
that the reverse split will be effective on October 29, 2005, and the
forward split will be effective on October 30, 2005, for shareholders
of record as of the close of business on October 28, 2005.
The purpose of the reverse split and cash payment in lieu of fractional shares
is to reduce the number of Synbiotics’ shareholders of record to below 300. This,
in turn, will enable Synbiotics under the applicable legal standards to elect
to deregister its securities under the Securities Exchange Act of 1934 (the “1934
Act”), thereby “going private.” Synbiotics anticipates that it will file to deregister
on November 3, 2005, in order to (i) eliminate the costs associated with preparing
and filing documents under the 1934 Act with the U.S. Securities and Exchange
Commission, (ii) eliminate or reduce the costs and other burdens associated with
being a 1934 Act registrant, including the costs of complying with Section 404
of the Sarbanes-Oxley Act of 2002 as to internal control over financial reporting,
(iii) avoid the requirement of regular mandatory disclosure of financial information
and management analyses to the public but also to its competitors and commercial
counterparties even when such disclosure would be adverse to a Synbiotics objective,
(iv) reduce the costs of administering shareholder accounts and responding to
shareholder requests, (v) provide liquidity to shareholders holding less than
2,000 pre-reverse split shares of common stock, and (vi) provide greater flexibility
in the management and governance of Synbiotics. The cost savings associated with
“going private” would be, Synbiotics believes, a minimum of $245,000 in the first
full year alone.
Synbiotics Corporation develops, manufactures and markets veterinary diagnostics,
instrumentation and related products for the companion animal, large animal and
poultry markets worldwide. Headquartered in San Diego, California, Synbiotics
manufactures and distributes its products through its operations in San Diego,
CA, and Lyon, France. For information on Synbiotics and its products, visit the
Company’s website at www.synbiotics.com.
With the exception of historical matters, the issues discussed in this press
release are forward-looking statements that are subject to the risks and uncertainties
that could cause actual results to differ materially from those anticipated in
the forward-looking statements, including competition from larger companies,
reliance on third-party manufacturers and distributors, possible technology improvements
by others, the effects of Synbiotics Corporation’s announced intention to “go
private” and other risks set forth in Synbiotics Corporation's filings with the
Securities and Exchange Commission, particularly Form 10-K for the year ended
December 31, 2004 and Form 10-Q for the quarter ended June 30, 2005. These forward-looking
statements represent Synbiotics Corporation's judgment as of the date of the
release. Synbiotics Corporation disclaims, however, any intent or obligation
to update these forward-looking statements.