The purchase price will be approximately $2 million, which is divided into $1.2 million in cash, approximately $200,000 to $300,000 in working capital adjustments and $500,000 payable in common shares of Warnex.
The common shares are subject to milestones that may be achieved in the 25 months following the closing date of the transaction and are also subject to a statutory hold period of 4 months from the date of issue.
The transaction is subject to usual conditions, namely, the conclusion of all related agreements and the relevant regulatory authorizations, and is expected to close within the next month.
"The acquisition of PRO-DNA will mark our entry into the field of human genetics testing and pharmacogenomics," said Mark Busgang, President and CEO of Warnex.
"This is part of our 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."
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.