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
As cloud adoption continues to transform business, today's global enterprises are challenged with managing a growing amount of information living outside of the data center. The rapid adoption of IoT and increasingly mobile workforce are exacerbating the problem. Ensuring secure data sharing and efficient backup poses capacity and bandwidth considerations as well as policy and regulatory compliance issues.
DevOps at Cloud Expo – being held October 31 - November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA – announces that its Call for Papers is open. Born out of proven success in agile development, cloud computing, and process automation, DevOps is a macro trend you cannot afford to miss. From showcase success stories from early adopters and web-scale businesses, DevOps is expanding to organizations of all sizes, including the world's largest enterprises – and delivering real r...
SYS-CON Events announced today that Cloud Academy will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Cloud Academy is the industry’s most innovative, vendor-neutral cloud technology training platform. Cloud Academy provides continuous learning solutions for individuals and enterprise teams for Amazon Web Services, Microsoft Azure, Google Cloud Platform, and the most popular cloud computing technologies. Ge...
SYS-CON Events announced today that Outscale will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Outscale's technology makes an automated and adaptable Cloud available to businesses, supporting them in the most complex IT projects while controlling their operational aspects. You boost your IT infrastructure's reactivity, with request responses that only take a few seconds.
The 21st International Cloud Expo has announced that its Call for Papers is open. Cloud Expo, to be held October 31 - November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA, brings together Cloud Computing, Big Data, Internet of Things, DevOps, Digital Transformation, Machine Learning and WebRTC to one location. With cloud computing driving a higher percentage of enterprise IT budgets every year, it becomes increasingly important to plant your flag in this fast-expanding busin...
SYS-CON Events announced today that Interoute has been named “Bronze 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, NY. Interoute is the owner operator of Europe's largest network and a global cloud services platform, which encompasses over 70,000 km of lit fiber, 15 data centers, 17 virtual data centers and 33 colocation centers, with connections to 195 additional partner data centers. Our full-service Unifie...
With major technology companies and startups seriously embracing Cloud strategies, now is the perfect time to attend @CloudExpo | @ThingsExpo, June 6-8, 2017, at the Javits Center in New York City, NY and October 31 - November 2, 2017, Santa Clara Convention Center, CA. Learn what is going on, contribute to the discussions, and ensure that your enterprise is on the right path to Digital Transformation.
SYS-CON Events announced today that Progress, a global leader in application development, has been named “Bronze 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, NY. Enterprises today are rapidly adopting the cloud, while continuing to retain business-critical/sensitive data inside the firewall. This is creating two separate data silos – one inside the firewall and the other outside the firewall. Cloud ISVs ofte...
SYS-CON Events announced today that Hitachi Data Systems, a wholly owned subsidiary of Hitachi LTD., will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City. Hitachi Data Systems (HDS) will be featuring the Hitachi Content Platform (HCP) portfolio. This is the industry’s only offering that allows organizations to bring together object storage, file sync and share, cloud storage gateways, and sophisticated search and...
SYS-CON Events announced today that delaPlex will exhibit at SYS-CON's @ThingsExpo, 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.
Existing Big Data solutions are mainly focused on the discovery and analysis of data. The solutions are scalable and highly available but tedious when swapping in and swapping out occurs in disarray and thrashing takes place. The resolution for thrashing through machine learning algorithms and support nomenclature is through simple techniques. Organizations that have been collecting large customer data are increasingly seeing the need to use the data for swapping in and out and thrashing occurs ...
We all know that end users experience the internet primarily with mobile devices. From an app development perspective, we know that successfully responding to the needs of mobile customers depends on rapid DevOps – failing fast, in short, until the right solution evolves in your customers' relationship to your business. Whether you’re decomposing an SOA monolith, or developing a new application cloud natively, it’s not a question of using microservices - not doing so will be a path to eventual ...
While presenting own advanced Robo-Advisory Platform, Michał Różański, Managing Partner at EARP and CEO at Empirica, will illustrate the most important issues of building tailored FinTech software in his session at 20th Cloud Expo. He will share experiences we have gained for over 6 years of developing solutions for financial institutions and FinTech companies, including robo-advisors. We welcome all FinTech innovators interested in how properly implemented technology can move their businesses f...
A strange thing is happening along the way to the Internet of Things, namely far too many devices to work with and manage. It has become clear that we'll need much higher efficiency user experiences that can allow us to more easily and scalably work with the thousands of devices that will soon be in each of our lives. Enter the conversational interface revolution, combining bots we can literally talk with, gesture to, and even direct with our thoughts, with embedded artificial intelligence, whic...
Detecting internal user threats in the Big Data eco-system is challenging and cumbersome. Many organizations monitor internal usage of the Big Data eco-system using a set of alerts. This is not a scalable process given the increase in the number of alerts with the accelerating growth in data volume and user base. Organizations are increasingly leveraging machine learning to monitor only those data elements that are sensitive and critical, autonomously establish monitoring policies, and to detect...