CELLEX BIOSCIENCES' Foreclosure By Secured Creditors Possible

    MINNEAPOLIS, Sept. 30 /PRNewswire/ -- CELLEX BIOSCIENCES, Inc.
(Nasdaq: CLXX, CLXXL and CLXXZ), today announced that its French subsidiary,
LSL Biolafitte SA, has been placed under the observation of a French Court. A
receiver has been appointed by the French Court to evaluate LSL Biolafitte
with a view to maximizing the disposition of its assets including the possible
sale or liquidation of the business. As a result, CELLEX BIOSCIENCES expects
to report a loss of at least $4,200,000 in its fourth quarter ended September
30, 1998, primarily the value of its intangible asset -- goodwill. In
addition, CELLEX announced that the secured creditors of the company may
foreclose on its assets unless additional financing is obtained in the near
future. Should this occur, shareholders could realize a total loss of their
investment.
    CELLEX BIOSCIENCES said that it has relinquished financial control of the
French subsidiary to the receiver who is now responsible for decisions
regarding cash, expenses and other obligations. As a result, CELLEX will no
longer consolidate the French subsidiary's financial information in its
financial statements.
    At June 30, 1998, LSL Biolafitte comprised $5,665,000 or 56.2 percent of
CELLEX BIOSCIENCES' total assets of $10,088,000 excluding goodwill pertaining
to LSL Biolafitte SA, and $7,477,000 or 38.7 percent of its total liabilities
of $19,320,000. For the nine months ended June 30, 1998, LSL Biolafitte
comprised 32.9 percent of CELLEX' total revenues, $2,052,000 of $6,234,000,
and 29.4 percent of its net loss applicable to common shareholders, $1,716,000
of $5,835,000. For the fiscal year ended September 30, 1997, LSL Biolafitte
comprised 52.6 percent of CELLEX' total revenues, $5,155,000 of $9,791,000,
and 43.2 percent of its net loss, $2,543,000 of $5,890,000.
    CELLEX indicated that its inability to attract new equity investment and
financing for its recapitalization plan left no other alternative than the
action taken by the French Court with LSL Biolafitte. CELLEX also said that
the recent decline in the stock market had caused further setbacks in its
efforts to obtain commitments from potential investors for the additional
financing required by the recapitalization plan.
    Regarding its recapitalization plan, CELLEX noted that it has communicated
with creditors representing an aggregate liability of $8,100,000 asking for a
preliminary indication of whether they would accept common stock in exchange
for their claims. To date, holders and guarantors of promissory notes
representing an aggregate liability of $7,850,000 have given a positive
indication, however, the company has not yet obtained commitments from
potential investors to raise all or part of the additional financing required
by the plan.
    CELLEX said that it has received notice that its financial institution in
the United Kingdom has taken action to realize on collateral pledged by
guarantors, which are secured creditors of the company. CELLEX has also
received notice from its financial institution in the United States that it
plans to take action to realize on its collateral pledged by the same
guarantors. As a result, the secured creditors of the company may foreclose on
its assets unless additional financing is obtained in the near future. Should
the secured creditors of the company foreclose on its assets, shareholders
could realize a total loss of their investment.
    CELLEX BIOSCIENCES, Inc. is dedicated to providing cell processing
products and services to meet the needs of human health care and biotechnology
markets worldwide with stirred tank cell culturing systems, freeze dryers and
perfusion technology.
    The company's innovative perfusion bioreactors are generally used by
diagnostic and emerging biotechnology companies. The company's LSL Biolafitte
equipment offers traditional stirred tank cell culturing and fermentation
systems preferred by well-established pharmaceutical and mature biotech
companies. The company's LSL Secfroid equipment provides advanced pilot plant
and industrial scale freeze dryer equipment used by many large well-
established pharmaceutical companies.
    The statements contained in this press release that are forward-looking
are subject to risks and uncertainties which could cause actual results to
differ materially from the statements made herein. For example, growth in the
company's business is dependent upon obtaining adequate financing to pay its
significant past-due liabilities and finance continuing operations. There is
no assurance that such financing will be available in the amounts or at the
time needed; meanwhile, the company has incurred a significant increase in its
working capital deficit and has not completed its recapitalization plan. Any
inability to obtain additional financing when needed would have a material
adverse effect on the company, including requiring the company to curtail, and
possibly cease operations. Growth in the markets for CELLEX systems depends
upon the success of new biotherapeutic products and the willingness of the
manufacturers of such products to accept CELLEX systems. Additional risks and
uncertainties related to the company have been included in the company's
filings made with the Securities and Exchange Commission.
    The company's proposed offer of common stock pursuant to its proposed
recapitalization plan has not been registered under the Securities Act of
1933, as amended, and the shares of common stock issuable pursuant to the plan
may not be offered or sold in the United States without obtaining registration
or an applicable exemption from registration requirements.
    CELLEX BIOSCIENCES is headquartered in Minneapolis, Minn., with
subsidiaries in England, France, Switzerland and the United States.

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