ABL Texcell Diagnostics Reaches a New Strategic Milestone With a Proposed Acquisition of Vela Diagnostics' Activities in Singapore and the United States

• The Company signs a non-binding letter of intent to acquire 100% of Vela Operations Singapore and Vela Diagnostics USA, with the ambition to consolidate an integrated international platform covering EMEA, Asia-Pacific and the United States
• No change in control and governance of ABL Texcell Diagnostics or Advanced Biological Laboratories Luxembourg

Regulatory News:

ABL Diagnostics (Euronext Paris: ABLD – ISIN: FR001400AHX6) (the "Company"), a company specializing in molecular diagnostic solutions, healthcare software and clinical research services, announces that it has signed, alongside Advanced Biological Laboratories S.A. (ABL), its parent company, a non-binding letter of intent for a proposed acquisition of 100% of the share capital of Vela Operations Singapore Pte. Ltd. and Vela Diagnostics USA Inc.

The letter of intent was entered into between Advanced Biological Laboratories S.A., ABL Texcell Diagnostics S.A. and VDH Holding Pte. Ltd., the parent company of the Vela Group, acting as owner and assignor of the two companies involved.

A structuring project to accelerate international development

The proposed acquisition would be a new major step in ABL Texcell Diagnostics' development strategy.

Following the implementation of the exclusive distribution agreement for Vela Diagnostics' solutions in EMEA, the proposed acquisition would allow the Company to expand its operational and commercial footprint to two additional strategic territories: Asia-Pacific and the United States. The exclusive distribution agreement in EMEA had previously been presented as one of the structuring axes of the partnership between ABL Texcell Diagnostics and Vela Diagnostics.

The proposed combination would thus allow the Company to take a further step in its international change of scale and strengthen its position in the global market for molecular diagnostics for infectious diseases.

A non-binding letter of intent

The letter of intent sets out the general framework for discussions between the parties. It is non-binding regarding the completion of the proposed acquisition and does not create, at this stage, any obligation for the parties to complete the transaction, except for the stipulations expressly identified as binding.

The completion of the transaction remains subject to:

• the satisfactory completion of due diligence work;
• the negotiation and signing of final agreements;
• the final determination of the scope of the operation;
• the fulfilment of the usual prerequisites;
• obtaining any social, regulatory or stock market authorizations that may be required.

If the proposed transaction is completed, it would not entail any change in control of ABL Texcell Diagnostics or Advanced Biological Laboratories S.A. The governance and control of both companies would remain unchanged.

An operation in the continuity of a cooperation already underway

"This project is a natural continuation of the exclusive distribution agreement with Vela Diagnostics for EMEA. Having built the commercial foundations of our cooperation, we now plan to take the next step by integrating strategic activities in Singapore and the United States," said Dr. Chalom Sayada, Chairman and CEO of ABL Texcell Diagnostics and co-founder of Advanced Biological Laboratories (ABL) Luxembourg.

"The proposed acquisition of Vela Operations Singapore and Vela Diagnostics USA would give ABL Texcell Diagnostics a significantly strengthened international footprint, directly covering EMEA, Asia-Pacific and the United States. It would allow us to bring together complementary technological, industrial, regulatory and commercial capabilities within a single international platform, in an industry that requires consolidation," he added.

"This non-binding letter of intent illustrates our ambition: to accelerate the scale-up of ABL Texcell Diagnostics and build a leading international player in the molecular diagnostics of infectious diseases, while maintaining a disciplined and rigorous approach in the evaluation and execution of this transaction," concluded Dr. Sayada.

Next steps

The parties will continue due diligence work as well as discussions relating to the definitive documentation of the transaction.

At this stage, no assurance can be given as to the outcome of the negotiations, the signing of the definitive agreements or the actual completion of the proposed acquisition.

ABL Texcell Diagnostics will inform the market, in accordance with the applicable regulations, of any significant developments regarding this project.

About ABL Texcell Diagnostics (ABLD)

ABL Texcell Diagnostics (ABLD) is an international company that specializes in innovative molecular biology tests and global solutions for its customers:

• Molecular polymerase chain reaction (PCR) detection – UltraGene, and
• Genotyping by DNA sequencing – DeepChek^®.

ABL Texcell Diagnostics markets its entire product range globally through its own sales team and a network of exclusive distributors active on all continents. ABL Diagnostics' customers are academic clinical pathology laboratories, private reference laboratories and researchers willing to implement innovative and robust microbiological content in constant expansion.

Following the acquisition of TEXCELL’s operations, ABL Texcell Diagnostics is expanding its activities in the life sciences sector by integrating expertise and services dedicated to virology, biosafety testing and biopharmaceutical development support.

ABL Texcell Diagnostics has been marketing the products and services of its sister company CDL Pharma since the second half of 2025 through an intra-group strategy agreement.

An expanding portfolio of microbiology products:

• HIV – Drug resistance testing, including a whole genome kit.
• SARS-CoV-2, Tuberculosis, Hepatitis B and C – Advanced Detection Solutions.
• Microbiome and taxonomy – 16s/18s RNA-based analyses.
• Other viral and bacterial targets – Comprehensive molecular assays.

Integrated Solutions

• Real-time syndromic PCR tests
• Nadis^® – Patient Medical Record used in more than 200 hospitals in France for the management of HIV and hepatitis.

ABL Texcell Diagnostics, headquartered in Woippy, is a public limited company listed on compartment B of the regulated market of Euronext in Paris (Euronext: ABLD – ISIN: FR001400AHX6). These molecular biology products generate recurring revenues and cover one of the largest portfolios of applications in microbiology.

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ABL Texcell Diagnostics SA Public limited company with a capital of €1,611,465.60 Registered office: 72C route de Thionville - 57140 WOIPPY 552 064 933 R.C.S. METZ

Tel : +33 (0)7 83 64 68 50 Email : info@abldiagnostics.com https://www.abldiagnostics.com/