|By Marketwired .||
|May 5, 2014 06:34 PM EDT||
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.
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.
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.
Tel. : (450) 678-8882 ext 224
What happens when the different parts of a vehicle become smarter than the vehicle itself? As we move toward the era of smart everything, hundreds of entities in a vehicle that communicate with each other, the vehicle and external systems create a need for identity orchestration so that all entities work as a conglomerate. Much like an orchestra without a conductor, without the ability to secure, control, and connect the link between a vehicle’s head unit, devices, and systems and to manage the ...
Dec. 9, 2016 08:00 PM EST Reads: 1,010
An IoT product’s log files speak volumes about what’s happening with your products in the field, pinpointing current and potential issues, and enabling you to predict failures and save millions of dollars in inventory. But until recently, no one knew how to listen. In his session at @ThingsExpo, Dan Gettens, Chief Research Officer at OnProcess, discussed recent research by Massachusetts Institute of Technology and OnProcess Technology, where MIT created a new, breakthrough analytics model for ...
Dec. 9, 2016 07:45 PM EST Reads: 687
IoT is rapidly changing the way enterprises are using data to improve business decision-making. In order to derive business value, organizations must unlock insights from the data gathered and then act on these. In their session at @ThingsExpo, Eric Hoffman, Vice President at EastBanc Technologies, and Peter Shashkin, Head of Development Department at EastBanc Technologies, discussed how one organization leveraged IoT, cloud technology and data analysis to improve customer experiences and effici...
Dec. 9, 2016 06:45 PM EST Reads: 5,135
Everyone knows that truly innovative companies learn as they go along, pushing boundaries in response to market changes and demands. What's more of a mystery is how to balance innovation on a fresh platform built from scratch with the legacy tech stack, product suite and customers that continue to serve as the business' foundation. In his General Session at 19th Cloud Expo, Michael Chambliss, Head of Engineering at ReadyTalk, discussed why and how ReadyTalk diverted from healthy revenue and mor...
Dec. 9, 2016 06:15 PM EST Reads: 1,760
The 20th International Cloud Expo has announced that its Call for Papers is open. Cloud Expo, to be held June 6-8, 2017, at the Javits Center in New York City, brings together Cloud Computing, Big Data, Internet of Things, DevOps, Containers, 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 opportunity. Submit your speaking proposal ...
Dec. 9, 2016 05:30 PM EST Reads: 2,364
In this strange new world where more and more power is drawn from business technology, companies are effectively straddling two paths on the road to innovation and transformation into digital enterprises. The first path is the heritage trail – with “legacy” technology forming the background. Here, extant technologies are transformed by core IT teams to provide more API-driven approaches. Legacy systems can restrict companies that are transitioning into digital enterprises. To truly become a lead...
Dec. 9, 2016 05:30 PM EST Reads: 466
"MathFreeOn.com is a line coding platform for engineers and scientists. When they want to solve an engineering problem and they have to use software - they have to pay a lot of money for licenses - but with MathFreeOn you don't have to pay a lot of money. Just go to our site and write the code and you can check the result right away," explained Simon Lee, CMO of MathFreeOn, in this SYS-CON.tv interview at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Cla...
Dec. 9, 2016 05:15 PM EST Reads: 397
You have great SaaS business app ideas. You want to turn your idea quickly into a functional and engaging proof of concept. You need to be able to modify it to meet customers' needs, and you need to deliver a complete and secure SaaS application. How could you achieve all the above and yet avoid unforeseen IT requirements that add unnecessary cost and complexity? You also want your app to be responsive in any device at any time. In his session at 19th Cloud Expo, Mark Allen, General Manager of...
Dec. 9, 2016 05:15 PM EST Reads: 1,884
The Internet of Things (IoT) promises to simplify and streamline our lives by automating routine tasks that distract us from our goals. This promise is based on the ubiquitous deployment of smart, connected devices that link everything from industrial control systems to automobiles to refrigerators. Unfortunately, comparatively few of the devices currently deployed have been developed with an eye toward security, and as the DDoS attacks of late October 2016 have demonstrated, this oversight can ...
Dec. 9, 2016 05:15 PM EST Reads: 1,460
In his session at 19th Cloud Expo, Claude Remillard, Principal Program Manager in Developer Division at Microsoft, contrasted how his team used config as code and immutable patterns for continuous delivery of microservices and apps to the cloud. He showed how the immutable patterns helps developers do away with most of the complexity of config as code-enabling scenarios such as rollback, zero downtime upgrades with far greater simplicity. He also demoed building immutable pipelines in the cloud ...
Dec. 9, 2016 05:00 PM EST Reads: 2,066
As data explodes in quantity, importance and from new sources, the need for managing and protecting data residing across physical, virtual, and cloud environments grow with it. Managing data includes protecting it, indexing and classifying it for true, long-term management, compliance and E-Discovery. Commvault can ensure this with a single pane of glass solution – whether in a private cloud, a Service Provider delivered public cloud or a hybrid cloud environment – across the heterogeneous enter...
Dec. 9, 2016 04:45 PM EST Reads: 1,863
Bert Loomis was a visionary. This general session will highlight how Bert Loomis and people like him inspire us to build great things with small inventions. In their general session at 19th Cloud Expo, Harold Hannon, Architect at IBM Bluemix, and Michael O'Neill, Strategic Business Development at Nvidia, discussed the accelerating pace of AI development and how IBM Cloud and NVIDIA are partnering to bring AI capabilities to "every day," on-demand. They also reviewed two "free infrastructure" pr...
Dec. 9, 2016 04:45 PM EST Reads: 1,296
In his session at Cloud Expo, Robert Cohen, an economist and senior fellow at the Economic Strategy Institute, provideed economic scenarios that describe how the rapid adoption of software-defined everything including cloud services, SDDC and open networking will change GDP, industry growth, productivity and jobs. This session also included a drill down for several industries such as finance, social media, cloud service providers and pharmaceuticals.
Dec. 9, 2016 03:45 PM EST Reads: 596
"Dice has been around for the last 20 years. We have been helping tech professionals find new jobs and career opportunities," explained Manish Dixit, VP of Product and Engineering at Dice, in this SYS-CON.tv interview at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 9, 2016 03:30 PM EST Reads: 1,236
Extracting business value from Internet of Things (IoT) data doesn’t happen overnight. There are several requirements that must be satisfied, including IoT device enablement, data analysis, real-time detection of complex events and automated orchestration of actions. Unfortunately, too many companies fall short in achieving their business goals by implementing incomplete solutions or not focusing on tangible use cases. In his general session at @ThingsExpo, Dave McCarthy, Director of Products...
Dec. 9, 2016 03:15 PM EST Reads: 984