Roka Bioscience to Sell its Assets to Subsidiary of Institute for Environmental Health

8/17/17

Roka Bioscience, Inc. (NASDAQ: ROKA), a molecular diagnostics company focused on providing advanced testing solutions for the detection of foodborne pathogens, today announced that it has entered into an asset purchase agreement with Rokabio, Inc., a newly formed, wholly-owned subsidiary of Institute for Environmental Health, Inc. for the sale of substantially all of the assets of Roka Bioscience in an all-cash transaction for an aggregate purchase price of $17.5 million, subject to certain adjustments set forth in the asset purchase agreement. IEH's focus is to provide comprehensive risk management services to the food industry. In addition, the IEH family of companies is involved in the production and distribution of reagents, supplies, test kits and equipment to food testing laboratories and food companies. The IEH group operates in the U.S., Canada, Mexico, Germany, Austria, England, China and Australia.

The closing of the transactions contemplated by the asset purchase agreement is subject to certain customary conditions, including the receipt of consent of Roka Bioscience's lender and approval by the stockholders of Roka Bioscience of the transactions contemplated by the asset purchase agreement. As part of the transaction, Roka Bioscience will be required to make a $2.5 millionmilestone payment pursuant to its license agreement. The asset sale is the initial step in a contemplated liquidation of Roka Bioscience. Stockholder approval will also be required for the plan of liquidation.

"The announcement of this asset sale follows an extensive review of a range of strategic alternatives for Roka Bioscience, including obtaining further financing to continue as an independent entity and exploring the possibility of mergers and acquisitions," said Mary Duseau, Chief Executive Officer of Roka Bioscience. "This transaction represents the conclusion of a thorough process. We believe that the asset sale and anticipated liquidation will provide the greatest value to our stockholders."

Pursuant to the terms of the asset purchase agreement, Roka Bioscience is required to provide transition services to the buyer through no later than December 31, 2017, with the intention of ensuring a successful transition of Roka Bioscience's business to the buyer. Assuming stockholder approval, liquidating distributions, in an amount to be determined, are expected to begin shortly after the completion of the transition services period.

Roka Bioscience cannot assure you that the conditions to the closing of the transactions contemplated by the asset purchase agreement will be satisfied, or that the transactions will be completed. In the event Roka Bioscience does not successfully complete the transactions contemplated by the asset purchase agreement or complete a transaction resulting from a superior proposal (as described in the asset purchase agreement), Roka Bioscience will have limited options for financing its ongoing operations and will likely cease its operations or file for bankruptcy protection.

About Roka Bioscience

Roka Bioscience, Inc. is a molecular diagnostics company focused on developing and commercializing advanced testing solutions for the food safety testing market. Our AtlasĀ® Detection Assays incorporate our advanced molecular technologies and are performed on our "sample-in, result out" Atlas System that automates all aspects of molecular diagnostic testing on a single, integrated platform. The Atlas System and Detection Assays are designed to provide our customers with accurate and rapid test results with reduced labor costs and improved laboratory efficiencies. For more information, visit https://www.rokabio.com.

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