Centocor Diagnostics, Inc.
Proposed Ticker:CNDX 244 Great Valley Parkway
Exchange:NASDAQ-National Market Malvern, PA 19355
Industry:Manufacturing (SIC Code 2835) (610) 651-6000
# of Employees:130

Filing Information
Type of Shares:Class A Common Shares Filing Date:10/16/97
U.S. Shares Filed:2,900,000 Filing Range:$13.00 - $15.00
Non-U.S. Shares Filed:0 Offering Amount: $40,600,000
Primary Shares:2,900,000 Expenses: -
Secondary Shares:0 Shares Out After:
Spin out parent firm: Centocor, Inc.

Primary Underwriting Group
ManagerTierPhone
Morgan Stanley Dean Witter Discover & Co.Lead Manager (212) 761-5900
CS First BostonCo-manager (212) 325-2000

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Duane, Morris & Heckscher
Bank's Law Firm: Davis, Polk & Wardwell
Auditor: KPMG Peat Marwick
Registrar/Transfer Agent: BankBoston

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
9 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/96 9/30/97 9/30/96 9/30/97
Revenue:$40.09$27.64$29.68Assets:$34.86
Net Income:$5.25$2.88$3.76Curr Assets:$19.54
EPS:Liabilities:$6.20
Prior EPS:$0.79$6.98Curr Liabilities:$5.21
Cash Flow/Oper:$8.37$3.51-$5.98Equity:$28.66
Cash Flow/Fin:-$7.57-$0.63-$1.00Cash:$3.67
Cash Flow/Inv:-$0.81-$0.63Working Cap:$14.33

Business Description
The company develops, manufactures and sells diagnostic human health care products based primarily upon monoclonal antibody technologies. The Company's products and product candidates focus on disease categories with large market potential, primarily in oncology and cardiovascular diseases. The Company is a leading provider of in vitro (outside the body) diagnostic ("IVD") tests, components and reagents to monitor the efficacy of cancer therapies, primarily in patients with breast, ovarian or pancreatic cancer. Prior to the formation of the Company, the business and operations currently conducted by the Company were operated as a division of Centocor, a biopharmaceutical company with a primary focus in monoclonal antibody technology. The Company is currently developing a point-of-care ("POC") cardiovascular diagnostic test, the P-selectin Profile, designed to allow emergency room physicians to rapidly and accurately rule in for further treatment patients suffering Acute Coronary Syndrome ("ACS") and rule out for non-cardiac treatment or early discharge patients not suffering ACS.

Competition
The health care industry is intensely competitive, and the Company expects it to remain so for the foreseeable future. This level of competition is reinforced at each stage of the IVD business: research, analyte developers, instrumentation/system companies, distributors, hospital/clinical laboratories and healthcare providers. Currently the majority of diagnostic tests are performed in hospital and clinical laboratories. The impetus to move these tests to new, POC testing, or to shift the mix between a hospital and clinical site, will be fiercely resisted by these laboratories. There can be no assurance that the Company's new products that require a change in testing site (POC, home testing) will be able to compete against these entrenched competitors. The diagnostic industry is currently dominated by large, automated systems suppliers with a broad product offering and significant market presence, including Abbott Laboratories, Roche Diagnostic Systems, Inc. and Ortho Clinical Diagnostics, Inc. These companies are vigorously competing for market position, which results in strong price pressure and increasing consolidation through mergers. These competitors all have substantially greater financial resources, technical and research facilities, marketing and sales departments, distribution and service organizations than the Company. In addition, these competitors have broader product lines, established brand positions and stronger customer relationships than the Company. While the Company's strategy of partnering with these companies to incorporate the Company's products on automated instruments presently utilizes these dominant market positions to the Company's advantage, there can be no assurance that these competitors will not be able to improve the performance of their existing product offerings to effectively compete, or will not succeed in developing new technology and products that will make the Company's products obsolete. In addition, there can be no assurance that these competitors will not be able to use their financial and market presence to limit or interfere with the ability of the Company to sell its products. The Company believes that its strong competitive position in these cancer areas is due to the IVD tests' proven historic product performance and the cumulative supporting clinical utility data. Many peer-reviewed articles have been published on the performance of the antibodies, and competitors would face a significant barrier to entering into attempting to replicate the supporting data available regarding the Company's IVD tests. In addition, clinicians are resistant to adopt a new baseline standard for a diagnostic test, creating a further barrier to competitive entry. The diagnostics industry is also characterized by a large number of small, technology-based enterprises that are seeking to develop and exploit novel technologies. While many of these companies have fewer financial and technical resources than the Company, and do not have established positions in the market, the sheer number of them and the broad array of technologies that they are attempting to develop present a potential threat. The Company cannot assure that these companies will not be able to develop breakthrough technology whose performance capabilities will make the Company's products obsolete.

Business Plan
The company's strategy is to: (I) Commercialize the P-selectin Profile, (ii) Maintain a leading position in the cancer IVD test market and (iii) Continue to leverage unique relationship with Centocor.

Use of Proceeds
The proceeds from the proposed offering will be used for capital expenditures, related principally to the cardiovascular diagnostic program, working capital, product research and development and other general corporate purposes.

Executive Officers and Directors
Officer NameTitleAge
Dominic J. CarusoDirector and Chairman40
R. James DanehyPresident, Chief Executive Officer and Director52
Aris PetropoulosVice President-Business Development and International59
Paul T. TouheyVice President-Operations40
Larry D. McClain Ph.D.Vice President-Research and Development51

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