Warnex has concluded the acquisition of all of the issued and outstanding shares of Pro-DNA Diagnostic, a laboratory offering genetic testing services, following an agreement announced 25 April 2006
The purchase price, including a first working capital adjustment, is US$1,907,821, of which $1,407,821 was paid in cash and a maximum value of $500,000 will become payable either in common shares of Warnex or in cash, at Warnex's option (the 'earn-out').
The earn-out is contingent on milestones that may be achieved in the 25 months following the closing date of the transaction.
Should common shares be issued, they could be subject to a statutory hold period of 4 months from the date of issue.
The purchase price is also subject to a further adjustment to be determined within 180 days.
Pro-DNA offers services in the fields of human identification testing, molecular diagnostics, pharmacogenomics and research and development.
Pro-DNA had annual revenue of $870,000 in its last fiscal year and is expected to be immediately accretive to earnings.
It will operate as a division of Warnex Medical Laboratories and it will be relocated in the Warnex building in Laval, Quebec.
The acquisition of Pro-DNA marks Warnex's entry into the field of human genetics testing and pharmacogenomics.
This is part of the company's long-term vision of becoming a service provider that offers state-of-the-art technology not only in direct-to-patient healthcare but also as part of the broader clinical trial industry.
