WNX Warnex

Warnex Inc. (TSX VENTURE:WNX) ("Warnex" or the "Corporation") is pleased to
announce that it has entered into a binding agreement (the "Agreement") for the
sale to Biotrial Research S.A.S. ("Biotrial"), an arm's length privately-owned
contract research organization headquartered in Rennes, France, of its
Bioanalytical Services division (the "Business"). Closing of the sale of the
Business (the "Transaction") is expected to occur on or about December 10, 2012
and is subject to a number of conditions, including the approval of the
Transaction by the TSX Venture Exchange (the "TSXV") and by the shareholders of
Warnex.


"The sale of the Bioanalytical Services division represents the final step in
our process to resolve the challenges related to the balance sheet and eliminate
all Company debt for the benefit of all stakeholders," said Michael Singer,
Chairman of the Board of Directors of Warnex. "We want to thank the employees of
the Bioanalytical Services division for their valuable contributions over the
years and are confident that the customers of this business will continue to
enjoy the same high quality and professional service that they are accustomed to
receiving." 


Key Terms of the Transaction

As consideration for the sale of the Business to Biotrial, Warnex will receive a
base price of C$6,000,000, subject to working capital adjustments and certain
other revenue and net book value-based adjustments. In addition, Warnex will be
eligible to receive an additional payment equal to the amount, if any, by which
the adjusted revenues of the Business during the calendar year ending December
31, 2012 exceed C$6,000,000.


The Board of Directors of Warnex may terminate the Agreement upon the payment of
a break fee of C$200,000 in the event that a third party makes a superior offer
for the Business prior to the closing of the Transaction and Biotrial does not
exercise its right under the Agreement to match such offer.


Bloom Burton & Co., a healthcare-specialized investment banking group, has
provided an opinion to the Board of Directors of Warnex that, subject to the
assumptions and limitations set out therein, the Transaction is fair from a
financial point of view to the shareholders of Warnex.


Shareholder Approval

As required by the Canada Business Corporations Act and the policies of the
TSXV, Warnex must seek approval of the Transaction by way of a special
resolution adopted by not less than 66 2/3% of the votes cast at a meeting of
holders of Warnex common shares (the "Meeting"). The Corporation currently
anticipates that the Meeting will take place on or about December 10, 2012. The
management information circular of Warnex to be delivered to shareholders in
respect of the Meeting will include detailed information on the Transaction, as
well as the unanimous recommendation of the Board of Directors of the
Corporation that the shareholders vote to approve the Transaction.


Warnex Post-Closing

Following the closing of the Transaction, the Corporation will cease to have any
material active business operations, but will maintain its corporate head
office. The Board of Directors will then consider the appropriate course of
action to be taken with respect to the remaining assets of the Corporation,
which are expected to consist principally of the net cash proceeds remaining
after the Transaction, estimated to be between C$1,000,000 and C$2,000,000. The
potential options to be considered by the Board of Directors will range from
identifying new commercial opportunities towards which to deploy the
Corporation's resources to liquidating the Corporation and distributing any
remaining assets to the shareholders.


Additionally, as Warnex will no longer have any material active business
operations, the listing of Warnex's common shares is expected to be transferred
from the TSXV to the NEX, being the separate board of the TSXV for issuers who
fall below the ongoing listing requirements of the TSXV. Trading of shares on
the NEX takes place on the same fully electronic system as the TSXV, and is
governed by identical trading rules.


About Biotrial

Founded in 1989 by Jean-Marc Gandon, PharmD (President & CEO), Biotrial
(www.biotrial.com) is an independent and privately-owned contract research
organization. With a large range of services including Phase I studies, Clinical
Trial Management Phase II-IV, Non-Clinical Pharmacology (discovery and safety
pharmacology), Oncology, Data Management, Biostatistics, ECG & Imaging Core Labs
(QT/QTc Trials, Psychometric Testing, Imaging, EEG/PSG Assessment), Medical
Writing, QA & advice in Regulatory Affairs, Biotrial can manage every step of
the drug development process. With 150 beds and a staff of 250 throughout
several subsidiaries in France, the United Kingdom and the U.S.A., Biotrial runs
over 80 studies per year, either in its own clinics in Paris, Rennes, France and
soon in Newark, New Jersey or in cooperation with hospital specialists and
general practitioners (in Europe and in the U.S.A.). 


About Warnex

Warnex (www.warnex.ca) is a life sciences company which, operating out of
facilities located in Laval, Quebec, and currently specializes in bioequivalence
and bioavailability studies for clinical trials. 


CAUTION REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this news release are forward-looking and are
subject to numerous risks and uncertainties, known and unknown, including the
risk that the sale of the Bioanalytical Services division might not occur on the
terms and conditions described in this news release, or at all, and that the
listing of the common shares of Warnex may not be accepted for listing on the
NEX following the closing of the Transaction. For further information
identifying known risks and uncertainties, relating to financial resources,
liquidity risk, key customers and business partners, credit risk, foreign
currency risk, government regulations, laboratory facilities, volatility of
share price, employees, suppliers, and other important factors that could cause
actual results to differ materially from those anticipated in the
forward-looking statements, please refer to the heading Risks and Uncertainties
in Warnex's most recent Management's Discussion and Analysis, which can be found
at www.sedar.com. Consequently, actual results may differ materially from the
anticipated results expressed in these forward-looking statements.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Michael Singer
Chairman of the Board of Directors
Warnex Inc.
(514) 940-3610
msinger@thallion.com

Warnex (TSXV:WNX)
Historical Stock Chart
From Oct 2024 to Nov 2024

Warnex (TSXV:WNX)
Historical Stock Chart
From Nov 2023 to Nov 2024