Acquisition of trade and assets of Photonic Instruments Inc. and Imaginative Optics Inc.

Andor (AND.L), the leading developer and manufacturer of high performance digital cameras for academic, industrial and government applications globally, is pleased to announce that on 14 April 2010 it acquired the trade and assets of Photonic for consideration comprising US$ 5.0 million (GBP £3.25 million) in cash and the issue of 156,627 ordinary shares of 2p each in the capital of Andor (“Andor Shares”). An application will shortly be made to the London Stock Exchange and admission to trading in the new Andor Shares is scheduled to commence on 21 April 2010. Further consideration in the form of cash and Andor Shares of a maximum aggregate value of US$ 1.95 million (GBP £1.27 million) may be payable by Andor under an earn-out provisions in the event that Photonic exceeds an agreed order intake target as well as certain product development goals in the 18 months following completion. It is expected Andor will receive approximately US$0.5 million (GBP £0.3 million) of net assets as part of the acquisition.

Photonic is a developer, manufacturer and supplier of laser and lamp based illumination and ablation systems. Its Micropoint® and patented Mosaic® products are market leaders in fluorescence imaging and laser ablation for confocal and wide field microscopy. The business currently operates from two locations in the US however manufacturing will transition to Andor’s facility in Belfast within the first year and sales will be managed from Andor’s existing US hub in Connecticut. The existing management and founders will remain with the business following completion.In the year ended 31 December 2009, Photonic reported revenue of US$ 3.0 million and operating profit of US$ 0.8 million.

On 23 December 2009 Andor completed the acquisition of Bitplane AG, a Zurich based world leader in 3D and 4D image analysis software. We are pleased to report that the integration of the business is progressing well, that the cultural and technical fit between the companies is good and that the transaction has been well received by customers.

We are also pleased to report that trading at Andor for the first six months of the financial year to 30 September 2010 is anticipated to be ahead of expectations. We have benefited from a strong performance from the research and OEM segments and the continued weakness of Sterling.

We expect our interim accounts to be released on 15 June 2010.

Commenting on the acquisition of Photonic, Conor Walsh, Chief Executive, said: “Photonic has a strong market position, patented technology, high margin performance and good cash generation. It will be a perfect fit in our systems division and I am delighted to welcome the team to Andor.”

Robert Nowak, co-founder of Photonic said: “We are delighted to be joining Andor. We believe that the combined offering of Andor’s systems products, Bitplane’s software and Photonic’s ablation and patented illumination products strengthens the position of each of the businesses and offers the customer a compelling proposition.”

Andrew DeSimone, co-founder of Photonic said: “We are also excited about developing the next stage of the technology together with the engineering team at Andor and look forward to the successful delivery of the product roadmap.”

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