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

Key Terms

non‑binding letter of intent financial

A non‑binding letter of intent is a preliminary written outline of the main terms two parties plan to agree on, like a handshake agreement on a roadmap rather than a signed contract. It matters to investors because it signals a possible merger, sale, or deal in the works and can move a company’s stock, but it does not legally guarantee the transaction will happen and usually precedes detailed due diligence and final contracts.

reverse merger financial

A reverse merger is when a private company becomes publicly traded by combining with an already listed public shell company, allowing the private business to gain a stock market listing without going through a traditional IPO. Investors care because this shortcut can be faster and cheaper than an IPO but often comes with less regulatory vetting and market visibility, so it can mean higher uncertainty about valuation, financial transparency, and future liquidity.

Nasdaq listing requirements regulatory

NASDAQ listing requirements are the financial, governance and disclosure rules a company must meet to have its shares traded on the NASDAQ stock exchange. Think of them as the standards a business must pass to join an exclusive marketplace — they affect whether a stock can be bought easily, how much public information the company must provide, and how investors judge its credibility and risk. Meeting these rules can boost liquidity and investor confidence.

mandatory offer threshold regulatory

A mandatory offer threshold is a regulatory ownership level that, once an investor or buyer crosses it, legally requires them to make a public offer to purchase the remaining shares from other shareholders. It matters because it protects minority holders and can trigger a sudden change in control, often lifting the stock price and reshaping takeover strategy—think of it like reaching a point where buying enough slices of a pizza forces you to offer to buy the whole pie.

AMF regulatory

AMF is the common abbreviation for Autorité des marchés financiers, a government regulator that oversees securities markets, enforces rules, and protects investors in its jurisdiction. Its decisions, investigations, or penalties can change a company’s reputation, access to capital and share price — similar to a referee whose rulings shape how fairly and safely the market operates.

inside information regulatory

Information not available to the public that, if known, would likely cause a company’s stock or bonds to rise or fall—for example, undisclosed earnings, deals, product results, or management plans. It matters because trading on that information gives an unfair advantage, can distort market prices, and is typically illegal or subject to strict rules, so investors watch for proper disclosure and compliance to protect fair, transparent markets.

Regulation (EU) No. 596/2014 regulatory

A European Union law that sets the rules to prevent insider trading and market manipulation, requiring companies and traders to disclose material information and behave transparently. Think of it as a referee and rulebook for financial markets: it helps keep trading fair, gives investors confidence that everyone has access to the same key facts, and creates legal duties and penalties that can affect stock prices and corporate disclosure practices.

MAR regulatory

A market abuse regulation is a set of legal rules that forbid insider trading and deliberate manipulation of security prices and require fair disclosure of important company information. It works like a referee for markets, giving investors confidence that trades reflect real supply and demand rather than secret tips or engineered price moves, which helps protect the value of investments and the integrity of market prices.

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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20251218984795/en/

ABL Diagnostics SA

Société anonyme au capital de 1 611 465,60 euros

Headquarters : 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/

Source: ABL Diagnostics