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Prometheus Announces Agreement to be Acquired by Nestlé Health Science

San Diego, May 24, 2011 – Prometheus Laboratories Inc., (“Prometheus”) a specialty pharmaceutical and diagnostic company, today announced that it has entered into a definitive agreement to be acquired by Nestlé Health Science S.A., a wholly-owned subsidiary of Nestlé S.A., for an undisclosed amount. 

Nestlé Health Science became operational in January 2011 with the goal of pioneering science-based nutritional solutions in order to deliver improved personalized healthcare for medical conditions. In the longer term, the company aims to use nutritional solutions to change the healthcare paradigm and deliver affordable and effective health benefits which are also safe and sustainable.

Prometheus’ capabilities strongly support Nestlé Health Science’s ambition of pioneering science-based nutritional solutions to deliver improved personalized healthcare for medical conditions.

“This is a strategic move into gastrointestinal diagnostics. Prometheus’s leading edge diagnostics technology and outstanding sales force will help us to develop an integrated approach to personalized healthcare,” said Luis Cantarell, Nestlé Health Science President and Chief Executive Officer. “It is fully consistent with our vision of pioneering science-based nutritional solutions to deliver improved personalized healthcare for medical conditions.”

 “We are delighted to join Nestlé Health Science, and we share their commitment to personalized healthcare. With Nestlé Health Science’s support, we will accelerate the development of our innovative diagnostic platforms for gastroenterology and oncology and potentially into additional important therapeutic areas,” said Joseph M. Limber, Prometheus President & Chief Executive Officer.  “We also intend to leverage Nestlé Health Science’s nutritional product offerings and geographic presence to expand our successful Rx/Dx business model into a Dx/Nx/Rx model.”

Prometheus’s strong expertise and research and development in gastrointestinal and oncology diagnostics will accelerate the research program that is being established in the newly-created Nestlé Institute of Health Sciences.  It will create new opportunities for developing personalized nutrition strategies that will help in the management and prevention of chronic health conditions.  The research and development pipeline will encompass other areas of strategic interest for Nestlé Health Science, such as metabolic conditions, brain health and oncology.

Prometheus was founded in 1995 and has had the support of institutional ownership including DLJ Merchant Banking Partners, SPVC (managed by Split Rock Partners), Sprout Group (sub-advised by New Leaf Venture Partners), Apax Partners, Pamlico Capital and Brentwood Venture Capital. The transaction is conditioned upon the tender of at least a majority of the shares of Prometheus in the tender offer, receipt of regulatory approvals and other customary closing conditions. The transaction is expected to close early in the third quarter of this year.

Goldman Sachs is serving as financial advisor to Prometheus and Latham & Watkins LLP is serving as Prometheus' legal advisor.

About Prometheus
Prometheus Laboratories Inc. is committed to improving lives through the development and commercialization of novel pharmaceutical and diagnostic products that enable physicians to provide greater individualized patient care. Prometheus is a leader in applying the principles of personalized medicine to the diagnosis and treatment of gastrointestinal diseases and is applying these principles to oncology. Its strategy includes the marketing and delivery of pharmaceutical products complemented by proprietary diagnostic testing services. By integrating therapeutics and diagnostics, Prometheus believes it can provide physicians with more targeted solutions to optimize care for their patients. Prometheus’ corporate offices are located in San Diego, California. For more information about Prometheus, please visit www.prometheuslabs.com.

About Nestlé Health Science
Nestlé Health Science S.A., a fully-owned subsidiary of Nestlé S.A., is operational since January 1, 2011. Through its businesses Nestlé HealthCare Nutrition, Vitaflo and CM&D Pharma Ltd., Nestlé Health Science offers nutritional solutions for people with specific dietary needs related to illnesses, disease states or the special challenges of different life stages. For more information about Nestlé Health Science, please visit www.nestlehealthscience.com.

Contact:

Prometheus Laboratories Inc.

Mark Spring
Sr. Vice President, Finance & Chief Financial Officer
(858) 410-6824

or

Beth Kriegel
Vice President, Finance & Treasurer
(858) 410-2516




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