Dissident Ventrex Laboratories Inc. shareholders on Thursdaysaid they still intend to fight the acquisition of the company byHycor Biomedical Inc., despite Hycor's announcement this weekof a definitive merger agreement.

Under the terms of the merger, Ventrex security holders willreceive 2.4 million shares of Hycor common stock and warrantsto purchase an additional 500,000 Hycor common shares. Thecompanies, which estimate the value of the stock swap at $13.5million, will file a registration statement with the Securitiesand Exchange Commission later this month.

The dissidents argue that Ventrex would put up 70 percent ofthe combined company in exchange for only 28 percent of thestock.

The dissenting group owns 5.2 percent of Ventrex, but intendsto recruit other shareholders, said James Vigue, president ofFirstmark Capital Corp., which is representing the dissidents.

Ventrex (NASDAQ:VTRX), based in Portland, Maine, marketsand develops diagnostic kits. Hycor (NASDAQ:HYBD) is based inGarden Grove, Calif.

-- Rachel Nowak Washington Bureau Chief

(c) 1997 American Health Consultants. All rights reserved.

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