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
"We view the cloud not really as a specific technology but as a way of doing business and that way of doing business is transforming the way software, infrastructure and services are being delivered to business," explained Matthew Rosen, CEO and Director at Fusion, in this SYS-CON.tv interview at 18th Cloud Expo, held June 7-9, 2016, at the Javits Center in New York City, NY.
There will be new vendors providing applications, middleware, and connected devices to support the thriving IoT ecosystem. This essentially means that electronic device manufacturers will also be in the software business. Many will be new to building embedded software or robust software. This creates an increased importance on software quality, particularly within the Industrial Internet of Things where business-critical applications are becoming dependent on products controlled by software. Qua...
When it comes to cloud computing, the ability to turn massive amounts of compute cores on and off on demand sounds attractive to IT staff, who need to manage peaks and valleys in user activity. With cloud bursting, the majority of the data can stay on premises while tapping into compute from public cloud providers, reducing risk and minimizing need to move large files. In his session at 18th Cloud Expo, Scott Jeschonek, Director of Product Management at Avere Systems, discussed the IT and busin...
In addition to all the benefits, IoT is also bringing new kind of customer experience challenges - cars that unlock themselves, thermostats turning houses into saunas and baby video monitors broadcasting over the internet. This list can only increase because while IoT services should be intuitive and simple to use, the delivery ecosystem is a myriad of potential problems as IoT explodes complexity. So finding a performance issue is like finding the proverbial needle in the haystack.
Machine Learning helps make complex systems more efficient. By applying advanced Machine Learning techniques such as Cognitive Fingerprinting, wind project operators can utilize these tools to learn from collected data, detect regular patterns, and optimize their own operations. In his session at 18th Cloud Expo, Stuart Gillen, Director of Business Development at SparkCognition, discussed how research has demonstrated the value of Machine Learning in delivering next generation analytics to imp...
"We host and fully manage cloud data services, whether we store, the data, move the data, or run analytics on the data," stated Kamal Shannak, Senior Development Manager, Cloud Data Services, IBM, in this SYS-CON.tv interview at 18th Cloud Expo, held June 7-9, 2016, at the Javits Center in New York City, NY.
Large scale deployments present unique planning challenges, system commissioning hurdles between IT and OT and demand careful system hand-off orchestration. In his session at @ThingsExpo, Jeff Smith, Senior Director and a founding member of Incenergy, will discuss some of the key tactics to ensure delivery success based on his experience of the last two years deploying Industrial IoT systems across four continents.
With the proliferation of both SQL and NoSQL databases, organizations can now target specific fit-for-purpose database tools for their different application needs regarding scalability, ease of use, ACID support, etc. Platform as a Service offerings make this even easier now, enabling developers to roll out their own database infrastructure in minutes with minimal management overhead. However, this same amount of flexibility also comes with the challenges of picking the right tool, on the right ...
With over 720 million Internet users and 40–50% CAGR, the Chinese Cloud Computing market has been booming. When talking about cloud computing, what are the Chinese users of cloud thinking about? What is the most powerful force that can push them to make the buying decision? How to tap into them? In his session at 18th Cloud Expo, Yu Hao, CEO and co-founder of SpeedyCloud, answered these questions and discussed the results of SpeedyCloud’s survey.
Organizations planning enterprise data center consolidation and modernization projects are faced with a challenging, costly reality. Requirements to deploy modern, cloud-native applications simultaneously with traditional client/server applications are almost impossible to achieve with hardware-centric enterprise infrastructure. Compute and network infrastructure are fast moving down a software-defined path, but storage has been a laggard. Until now.
DevOps at Cloud Expo – being held November 1-3, 2016, 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 results. Am...
"This week we're really focusing on scalability, asset preservation and how do you back up to the cloud and in the cloud with object storage, which is really a new way of attacking dealing with your file, your blocked data, where you put it and how you access it," stated Jeff Greenwald, Senior Director of Market Development at HGST, in this SYS-CON.tv interview at 18th Cloud Expo, held June 7-9, 2016, at the Javits Center in New York City, NY.
The 19th International Cloud Expo has announced that its Call for Papers is open. Cloud Expo, to be held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, brings together Cloud Computing, Big Data, Internet of Things, DevOps, Digital Transformation, Microservices 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 business opportuni...
The Internet of Things will challenge the status quo of how IT and development organizations operate. Or will it? Certainly the fog layer of IoT requires special insights about data ontology, security and transactional integrity. But the developmental challenges are the same: People, Process and Platform. In his session at @ThingsExpo, Craig Sproule, CEO of Metavine, demonstrated how to move beyond today's coding paradigm and shared the must-have mindsets for removing complexity from the develo...
“We're a global managed hosting provider. Our core customer set is a U.S.-based customer that is looking to go global,” explained Adam Rogers, Managing Director at ANEXIA, in this SYS-CON.tv interview at 18th Cloud Expo, held June 7-9, 2016, at the Javits Center in New York City, NY.