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Mergers and Acquisitions

Date: 2012-12-11

Type of information: Company acquisition

Acquired company: Warnex's Bioanalytical Services division

Acquiring company: Biotrial Research (France)

Amount: C$ 6 million (€4.65 million) and additional payment

Terms:

* On October 10, 2012, Warnex  has entered into a binding agreement  for the sale to Biotrial Research, an arm's length privately-owned contract research organization headquartered in Rennes, France, of its  Bioanalytical Services division. Closing of the sale of 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  and by the shareholders of Warnex.
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.
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.

Details:

* On December 11, 2012,  Warnex has reportd that it has successfully completed the sale of its Bioanalytical Services division to Biotrial Research S.A.S., a privately-owned contract research organization headquartered in Rennes, France. A special resolution approving the Transaction was adopted with the support of over 96.3% of the votes cast by shareholders at the annual and special meeting of shareholders of the Corporation held on December 10, 2012. As a result of the closing of the Transaction, the listing of Warnex's common shares (the "Common Shares") is expected to be transferred from the TSX Venture Exchange to the NEX.

Related:

services

Is general: Yes