LAVAL, QUEBEC--(Marketwire - Dec. 9, 2011) - Warnex Inc. (TSX:WNX)("Warnex") today announced that it has sold the assets of its Medical Laboratories division to Gamma-Dynacare Medical Laboratories ("Gamma-Dynacare"), one of Canada's largest providers of medical laboratory services, for gross proceeds of $7.5 million (the "Transaction"). Warnex also announced that, in obtaining the requisite approvals for proceeding with the Transaction, it has reached an agreement with the four holders (collectively, the "Debentureholders") of all of its outstanding debentures (collectively, the "Debentures") whereby the Debentureholders have consented to the Transaction and Warnex has agreed to use a portion of the sale proceeds generated from the Transaction to fully repay and settle the Debentures of three of the Debentureholders and to repay a substantial portion of the Debentures held by the remaining Debentureholder.
Pursuant to the Transaction by which Gamma-Dynacare has acquired Warnex's Medical Laboratories division, Gamma-Dynacare has also assumed certain liabilities of the division and will provide employment to the 25 employees specific to the division. Warnex may also receive up to an additional $2.6 million in consideration in the form of an earn-out based upon the financial performance of the Medical Laboratories division in the 12 months following the closing of the Transaction. The terms of the Transaction also provide that Warnex will lease to Gamma-Dynacare certain dedicated laboratory and office space for a period of three years and will assist in the smooth transition of the operations to Gamma-Dynacare in order to provide uninterrupted service to customers.
Repayment of Debentureholders
With respect to the agreement on the repayment of the Debentures, three Debentureholders were owed approximately US$3,135,481, US$1,091,097 and US$363,699, respectively, in principal and interest on their 18% convertible Debentures due January 31, 2012 (the "January 2012 Debentures"). Each of such three Debentureholders agreed to accept a one-time payment from Warnex equal to 91% of the amount of principal and interest owed on its January 2012 Debenture in full payment and settlement of such Debenture, which payments were collectively equal to approximately US$4,177,152. The fourth Debentureholder, Persistence Capital Partners LP ("PCP"), was owed prior to the closing of the Transaction approximately CDN$2,140,815 on the January 2012 Debenture it holds and approximately CDN$602,960 on the 18% convertible Debenture due February 29, 2012 (the "February 2012 Debenture") it holds. PCP agreed to accept a one-time payment from Warnex of CDN$1,166,104, which was equal to approximately 42.5% of the collective amount of principal and interest owed on its January 2012 Debenture and February 2012 Debenture, with the 57.5% balance owing on such Debentures remaining outstanding.
Warnex intends to use the remaining proceeds from the Transaction for working capital purposes.
"Warnex has been working diligently over the past few months to improve its balance sheet and position the Company for the future. The sale of the Medical Laboratories division and the agreement with the debentureholders are key steps in this process, and over the coming months we will continue to focus our efforts on positioning the company for future success and increasing shareholder value," said Michael Singer, Chairman of the Executive Committee of the Board of Directors. "We would like to thank the employees of the Medical Laboratories division for their contributions over the years, and we wish them future success with Gamma-Dynacare."
About Gamma-Dynacare Medical Laboratories
Gamma-Dynacare (www.gamma-dynacare.com) is one of Canada's largest and most respected providers of laboratory services and solutions, with more than 50 years of experience serving Canadians. Headquartered in Brampton, Ontario, Gamma-Dynacare operates four laboratories in Ontario (Brampton, London, Ottawa and Bowmanville), one in Montreal and three in Winnipeg. In addition, Gamma-Dynacare operates more than 200 Patient Services Centres in Ontario, Quebec, Manitoba, Saskatchewan and Alberta. Gamma-Dynacare's 2,000 skilled and dedicated employees perform millions of tests each year, playing a key role in the prevention and diagnosis of disease and the treatment of patients.
Warnex (www.warnex.ca) is a life sciences company devoted to protecting public health by providing laboratory services to the pharmaceutical sector. Warnex Analytical Services provides pharmaceutical and biotechnology companies with a variety of quality control services, including chemistry, chromatography, microbiology, method development and validation, and stability studies. Warnex Bioanalytical Services specializes in bioequivalence and bioavailability studies for clinical trials. Warnex has two facilities located in Laval and Blainville, Quebec.
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. 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.