ABL Diagnostics Informs the Market of a Non‑Binding Letter of Intent Between ABL S.A. and ProPhase Labs (Nasdaq: PRPH) for a Proposed Reverse Merger

The contemplated transaction remains subject to due diligence, definitive agreements, regulatory approvals and Nasdaq listing requirements; no change to ABL S.A.’s control over ABL Diagnostics at this stage.

WOIPPY, France--(BUSINESS WIRE)--Regulatory News: 

ABL Diagnostics (Euronext: ABLD - ISIN: FR001400AHX6) informs its shareholders and the market that Advanced Biological Laboratories S.A. (“ABL S.A.”), its controlling shareholder, and ProPhase Labs, Inc. (“ProPhase,” Nasdaq: PRPH) have signed a non‑binding letter of intent (the “LOI”) regarding a proposed reverse merger pursuant to which ABL would become the majority owner of the combined company.

The LOI is preliminary and creates no obligation to consummate a transaction, other than customary confidentiality and expense provisions. The proposal remains subject to due diligence, negotiation and execution of definitive agreements, regulatory approvals, compliance with Nasdaq listing requirements, and other customary closing conditions. The parties are targeting an indicative 60–90‑day timeframe to execute definitive agreements.

Based on the information available, the contemplated transaction does not affect ABL S.A.’s control over ABL Diagnostics and does not trigger the mandatory offer threshold. ABL Diagnostics will nevertheless review all aspects with its advisors and, where appropriate, will notify the AMF and seek a waiver.

In the United States, the transaction may require approval by ProPhase shareholders in the event of a change of control and/or an issuance of 20% or more. ProPhase remains responsible for compliance with Nasdaq/SEC rules.

If no agreement is reached. If no definitive agreements are executed, each party will continue operating independently; the LOI does not create an obligation to consummate a transaction.

MAR notices — Inside information

This press release contains inside information within the meaning of Article 17 of Regulation (EU) No. 596/2014 (“MAR”). ABL Diagnostics discloses such information as soon as possible. Any delay in disclosure, if decided, would be handled and notified to the AMF in accordance with applicable regulation and guidance. This release will be archived for at least 5 years in the ‘Regulatory Information’ section of ABL Diagnostics’ website.

Forward‑looking statements

This release may include forward‑looking statements based on assumptions and subject to risks and uncertainties that could cause actual results to differ materially. ABL Diagnostics undertakes no obligation to update, except as required by law.

About ABL Diagnostics (ABLD)

ABL 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 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.

ABL 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.
• MediaChek® – Clinical Sample Collection Kits.

ABL 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.