SAN DIEGO--- Gen-Probe Launches Cash Tender Offer to Acquire Belgian Molecular Diagnostics Company Innogenetics

Gen-Probe Incorporated (NASDAQ:GPRO) , a pioneer and leader in nucleic acid diagnostics for human disease, announced today that it has launched a conditional tender offer to acquire 100% of the outstanding shares, warrants and convertible bonds of Innogenetics, a Belgian molecular diagnostics company, for approximately EUR 215 million ($334 million) in cash. Innogenetics shareholders will receive EUR 6.10 per share in cash, or approximately EUR 188 million ($292 million).

The combined entity is expected to be the largest standalone molecular diagnostics company in the world, with pro forma 2008 sales in excess of $500 million. The combined company would offer a broad range of nucleic acid and immunoassay tests to identify bacterial and viral infectious diseases, genetic and neurological disorders, transplant compatibility, and cancer. These tube- and strip-based products could be sold to a diverse group of small, medium and large customers around the world.

"We believe our proposed acquisition of Innogenetics would provide strategically valuable marketing and sales, distribution and manufacturing capabilities to accelerate commercialization of Gen-Probe products in the European molecular diagnostics market, which we estimate is growing at roughly double the rate of the U.S. market," said Hank Nordhoff, Gen-Probe's chairman and chief executive officer. "In addition, the proposed acquisition would provide access to a number of complementary products, technologies and markers that are generating revenue today or that we believe could be commercialized in the future."

Gen-Probe's offer represents a 7% premium to Innogenetics' per share closing price of EUR 5.71 on June 2, 2008, a 6% premium to the conditional EUR 5.75 per share offer made by Solvay Pharmaceuticals S.A. on April 25, 2008, and a 41% premium to Innogenetics' unaffected average share price of EUR 4.33 in the three months prior to the announcement of Solvay's offer.

"We believe our offer represents full and fair value for all Innogenetics shareholders, while providing additional value over the offer recently made by Solvay," Nordhoff said. "Moreover, we believe Gen-Probe's well-established expertise and track record in molecular diagnostics would offer Innogenetics' customers and employees the best opportunity for long-term success."

Innogenetics' key diagnostic products include CE-marked genotyping assays for infectious diseases such as hepatitis C and B, and human papillomavirus (HPV). The company also sells genetic tests for cystic fibrosis and tests for human leukocyte antigens (HLA) that are used to establish tissue compatibility in organ transplants. Innogenetics recently received CE marking for its first assay on its new "4-MAT" microarray platform. Innogenetics holds a PCR license from Roche and an xMAP multiplex technology license from Luminex. Innogenetics recently announced a restructuring and closure of its therapeutics subsidiary, GENimmune, in order to focus on diagnostics product opportunities.

Gen-Probe has filed a draft takeover prospectus with the CBFA, Belgium's Banking, Finance and Insurance Commission. The proposed acquisition is expected to close in the fourth quarter of 2008, subject to the following conditions:

-- Clearance by the relevant competition authorities.

-- No material adverse change at Innogenetics amounting to a loss greater

than EUR 10 million before the end of the acceptance period.

-- An acceptance threshold of at least 90% of the outstanding shares of

Innogenetics, or 75% if Innogenetics' articles of association are

modified to remove voting restrictions and introduce a "one share, one

vote" principle.

Financial Detail

Net of cash and other debt, the enterprise value of Gen-Probe's offer amounts to approximately EUR 219 million ($340 million) and is roughly 4.3 times Innogenetics' diagnostics revenue of approximately EUR 51 million in 2007. Gen-Probe expects to finance the transaction with cash currently on its balance sheet.

Gen-Probe expects to record charges for non-recurring cash and non-cash acquisition-related costs, primarily the write-off of in-process research and development, following the close of the tender offer. The size of these charges will not be determined, under the rules of purchase accounting, until an independent, third party valuation has been completed to allocate the excess of the purchase price over the assets and liabilities acquired.

On a GAAP basis, Gen-Probe expects the proposed acquisition to become accretive to its earnings per share (EPS) within 18 months of closing, and to be slightly dilutive to 2009 EPS.

On a non-GAAP basis, excluding acquisition-related charges and the expected increase in depreciation and amortization expense from acquired assets, Gen-Probe expects the proposed acquisition to be slightly dilutive to non-GAAP EPS in 2008, and neutral to slightly accretive to non-GAAP EPS in 2009.

These financial estimates assume that the proposed transaction closes in the fourth quarter of 2008.

UBS Investment Bank is acting as financial adviser to Gen-Probe on this transaction, and Linklaters and Cooley Godward Kronish are serving as legal counsel.

Webcast Conference Call

Gen-Probe will discuss the proposed acquisition with analysts and investors on a conference call at 8:30 a.m. Eastern Time today. A live webcast of the call can be accessed at http://www.gen-probe.com/. The webcast will be archived for at least 90 days. A telephone replay of the call also will be available for approximately 24 hours. The replay number is (800) 282-5736 for domestic callers and (402) 220-9727 for international callers.

About Innogenetics

Innogenetics NV is an international biotechnological company headquartered in Gent, Belgium that develops and markets diagnostic products to improve therapy management and patient health. Innogenetics' diagnostics business unit develops and markets a wide range of diagnostic assays with a focus on molecular diagnostics and multiparameter testing. Its products are sold in over 90 countries through its six subsidiaries and a large number of distributors. In 2007, diagnostics product sales totaled EUR 47 million, more than 95% of which were achieved outside Belgium. Founded in 1985, Innogenetics is listed on Euronext Brussels [EBR: INNX].

On April 25, Innogenetics and Solvay announced the launch of an offer by Solvay to acquire all the outstanding shares, warrants and convertible bonds of Innogenetics.

About Gen-Probe

Gen-Probe Incorporated is a global leader in the development, manufacture and marketing of rapid, accurate and cost-effective nucleic acid tests (NATs) that are used primarily to diagnose human diseases and screen donated human blood. Gen-Probe has approximately 25 years of NAT expertise, and received the 2004 National Medal of Technology, America's highest honor for technological innovation, for developing NAT assays for blood screening. Gen-Probe is headquartered in San Diego and employs approximately 1,000 people. For more information, go to http://www.gen-probe.com/.