Welcome!

News Feed Item

DIAGNOS to Merge with Warnex

BROSSARD, QUEBEC -- (Marketwired) -- 05/05/14 -- DIAGNOS Inc. ("DIAGNOS") (TSX VENTURE:ADK), a leader in healthcare technical services including, screening, software and algorithm development, data analysis, and image processing, is pleased to announce that the Corporation has signed a binding letter of agreement ("Letter of Agreement") with Warnex Inc. ("WARNEX") (TSX VENTURE:WNX.H) pursuant to which WARNEX will merge with a wholly-owned subsidiary of DIAGNOS (the "Transaction").

Upon the closing of the Transaction, shareholders of WARNEX will receive one common share of DIAGNOS for each common share of WARNEX held. For the purposes of the Transaction, each of the DIAGNOS common shares and the WARNEX common shares have been attributed a value of $0.08 per share. Each shareholder of WARNEX and of DIAGNOS will, upon the closing of the Transaction, also be entitled to receive an additional half-warrant for each WARNEX common share or DIAGNOS common share held. Each whole warrant will be exercisable into one common share of DIAGNOS at an exercise price of $0.10 per share for a period of twelve months following the closing of the Transaction. The current holders of WARNEX warrants will receive one warrant of DIAGNOS for each warrant of WARNEX held.

The valuation of WARNEX common shares will be subject to final adjustment based upon the final net cash attributable to WARNEX. It is expected that, upon closing of the Transaction, the security holders of WARNEX will hold, in the aggregate, common shares and warrants of DIAGNOS representing approximately 27.96% of the issued and outstanding shares of DIAGNOS on a fully-diluted basis and the shareholders of DIAGNOS will hold, in the aggregate, common shares of DIAGNOS representing approximately 72.04% of the issued and outstanding shares of DIAGNOS on a fully-diluted basis.

"We are truly excited with this merger with WARNEX, as the future growth and success of DIAGNOS has fundamentally shifted from mining to the health care market. This transaction is supported by Persistence Capital Partners ("PCP"), Canada's leading healthcare private equity firm, which holds approximately 52% of the issued and outstanding shares of WARNEX. PCP has a demonstrated track record of operating and growing healthcare businesses and DIAGNOS looks forward to their experience, advice and support," stated Andre Larente, DIAGNOS President. One of PCP's professionals is expected to be nominated to the Board of Directors of DIAGNOS immediately following the completion of the Transaction.

The Letter of Agreement can be terminated in certain circumstances including, without limitation, (i) if either party is not satisfied with the results of its due diligence investigation, (ii) if the board of directors of WARNEX does not obtain a favourable fairness opinion by its financial advisors in respect of the Transaction; or (iii) if the parties fail to enter into a Definitive Agreement on or before May 30, 2014 (or such other date as the parties may agree to).

This Transaction is subject to certain closing conditions including, without limitation, (i) receipt of all necessary approvals and consents, (including but not limited to, the approval of the TSX Venture Exchange; and (ii) approval by the requisite majority of the shareholders of WARNEX at a special meeting of shareholders.

All monies quoted in this press release shall be stated in lawful money of Canada.

About DIAGNOS

Founded in 1998, DIAGNOS is a publicly traded Canadian corporation, with a mission to commercialize technologies combining contextual imaging and traditional data mining thereby improving decision making processes. DIAGNOS offers products, services, and solutions to clients in a variety of fields including healthcare and natural resources.

Forward-looking information

This document contains forward-looking information. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in these statements.

Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

For further information on DIAGNOS, please visit our website at www.diagnos.com or the SEDAR website at www.sedar.com

Contacts:
Andre Larente
President
Tel. : (450) 678-8882 ext 224

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
910Telecom exhibited at the 19th International Cloud Expo, which took place at the Santa Clara Convention Center in Santa Clara, CA, in November 2016. Housed in the classic Denver Gas & Electric Building, 910 15th St., 910Telecom is a carrier-neutral telecom hotel located in the heart of Denver. Adjacent to CenturyLink, AT&T, and Denver Main, 910Telecom offers connectivity to all major carriers, Internet service providers, Internet backbones and exchanges.
Cognitive Computing is becoming the foundation for a new generation of solutions that have the potential to transform business. Unlike traditional approaches to building solutions, a cognitive computing approach allows the data to help determine the way applications are designed. This contrasts with conventional software development that begins with defining logic based on the current way a business operates. In her session at 18th Cloud Expo, Judith S. Hurwitz, President and CEO of Hurwitz & ...
China Unicom exhibit at the 19th International Cloud Expo, which took place at the Santa Clara Convention Center in Santa Clara, CA, in November 2016. China United Network Communications Group Co. Ltd ("China Unicom") was officially established in 2009 on the basis of the merger of former China Netcom and former China Unicom. China Unicom mainly operates a full range of telecommunications services including mobile broadband (GSM, WCDMA, LTE FDD, TD-LTE), fixed-line broadband, ICT, data communica...
Zerto exhibited at SYS-CON's 18th International Cloud Expo®, which took place at the Javits Center in New York City, NY, in June 2016. Zerto is committed to keeping enterprise and cloud IT running 24/7 by providing innovative, simple, reliable and scalable business continuity software solutions. Through the Zerto Cloud Continuity Platform™, organizations can seamlessly move and protect virtualized workloads between public, private and hybrid clouds. The company’s flagship product, Zerto Virtual...
As businesses adopt functionalities in cloud computing, it’s imperative that IT operations consistently ensure cloud systems work correctly – all of the time, and to their best capabilities. In his session at @BigDataExpo, Bernd Harzog, CEO and founder of OpsDataStore, will present an industry answer to the common question, “Are you running IT operations as efficiently and as cost effectively as you need to?” He will expound on the industry issues he frequently came up against as an analyst, and...
All clouds are not equal. To succeed in a DevOps context, organizations should plan to develop/deploy apps across a choice of on-premise and public clouds simultaneously depending on the business needs. This is where the concept of the Lean Cloud comes in - resting on the idea that you often need to relocate your app modules over their life cycles for both innovation and operational efficiency in the cloud. In his session at @DevOpsSummit at19th Cloud Expo, Valentin (Val) Bercovici, CTO of Soli...
"We're bringing out a new application monitoring system to the DevOps space. It manages large enterprise applications that are distributed throughout a node in many enterprises and we manage them as one collective," explained Kevin Barnes, President of eCube Systems, in this SYS-CON.tv interview at DevOps at 18th Cloud Expo, held June 7-9, 2016, at the Javits Center in New York City, NY.
SYS-CON Events announced today that delaPlex will exhibit at SYS-CON's @CloudExpo, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. delaPlex pioneered Software Development as a Service (SDaaS), which provides scalable resources to build, test, and deploy software. It’s a fast and more reliable way to develop a new product or expand your in-house team.
With major technology companies and startups seriously embracing IoT strategies, now is the perfect time to attend @ThingsExpo 2016 in New York. Learn what is going on, contribute to the discussions, and ensure that your enterprise is as "IoT-Ready" as it can be! Internet of @ThingsExpo, taking place June 6-8, 2017, at the Javits Center in New York City, New York, is co-located with 20th Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry p...
SYS-CON Events announced today that CA Technologies has been named "Platinum Sponsor" of SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, New York, and 21st International Cloud Expo, which will take place in November in Silicon Valley, California.
Extreme Computing is the ability to leverage highly performant infrastructure and software to accelerate Big Data, machine learning, HPC, and Enterprise applications. High IOPS Storage, low-latency networks, in-memory databases, GPUs and other parallel accelerators are being used to achieve faster results and help businesses make better decisions. In his session at 18th Cloud Expo, Michael O'Neill, Strategic Business Development at NVIDIA, focused on some of the unique ways extreme computing is...
The explosion of new web/cloud/IoT-based applications and the data they generate are transforming our world right before our eyes. In this rush to adopt these new technologies, organizations are often ignoring fundamental questions concerning who owns the data and failing to ask for permission to conduct invasive surveillance of their customers. Organizations that are not transparent about how their systems gather data telemetry without offering shared data ownership risk product rejection, regu...
WebRTC sits at the intersection between VoIP and the Web. As such, it poses some interesting challenges for those developing services on top of it, but also for those who need to test and monitor these services. In his session at WebRTC Summit, Tsahi Levent-Levi, co-founder of testRTC, reviewed the various challenges posed by WebRTC when it comes to testing and monitoring and on ways to overcome them.
Every successful software product evolves from an idea to an enterprise system. Notably, the same way is passed by the product owner's company. In his session at 20th Cloud Expo, Oleg Lola, CEO of MobiDev, will provide a generalized overview of the evolution of a software product, the product owner, the needs that arise at various stages of this process, and the value brought by a software development partner to the product owner as a response to these needs.
The Internet of Things can drive efficiency for airlines and airports. In their session at @ThingsExpo, Shyam Varan Nath, Principal Architect with GE, and Sudip Majumder, senior director of development at Oracle, discussed the technical details of the connected airline baggage and related social media solutions. These IoT applications will enhance travelers' journey experience and drive efficiency for the airlines and the airports.