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Share Name | Share Symbol | Market | Type |
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Warnex | TSXV:WNX | TSX Venture | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 0 | - |
Warnex Inc. (TSX VENTURE:WNX) ("Warnex" or the "Corporation") is pleased to report that it has successfully completed the previously announced sale (the "Transaction") 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 (the "Shareholders' Meeting"). "With the completion of this transaction, the Board will explore possible strategic alternatives for Warnex's remaining assets, which consist primarily of cash and receivables, for the benefit of all our shareholders," said Michael Singer, Chairman of the Board of Directors of the Corporation. "We expect to quickly identify opportunities, if any, which may range from a possible wind-up of Warnex and cash distribution to shareholders to a variety of possible mergers and acquisitions alternatives. We will report back to our shareholders as expeditiously as possible." 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. Further details with respect to the transfer of the Common Shares to the NEX will be announced by the Corporation in due course. Consolidation of the Common Shares At the Shareholders' Meeting, a special resolution authorizing an amendment to the Corporation's articles in order to consolidate the outstanding Common Shares on a one-for-four basis (the "Share Consolidation") was adopted with the support of over 95.9% of the votes cast by shareholders. Warnex has filed articles of amendment giving effect to the Share Consolidation on December 10, 2012. Included with the mailing to shareholders of the management proxy circular dated November 9, 2012 with respect to the Shareholders' Meeting, was a letter of transmittal (the "Letter of Transmittal") to be used for the purpose of surrendering share certificates representing pre-Share Consolidation Common Shares in order to receive in exchange therefor new share certificates representing post-Share Consolidation Common Shares. Registered holders of Common Share who have not already done so are encouraged to complete and sign the Letter of Transmittal and deliver it to Warnex's registrar and transfer agent, Computershare Trust Company of Canada ("Computershare"), together with certificates representing their Common Shares and the other required documents in accordance with the instructions contained in the Letter of Transmittal. Beneficial holders whose Common Shares are registered in the name of their broker or of an agent or nominee of that broker should contact their broker for assistance in depositing their Common Shares and should follow the instructions of their broker or the agent or nominee of that broker in order to deposit their Common Shares. Additional copies of the Letter of Transmittal may be obtained by contacting Computershare at 1-800-564-6253 or by email to: corporateactions@computershare.com. The Letter of Transmittal is also available under the Corporation's profile on SEDAR at www.sedar.com. Election of Directors and Appointment of Auditors Warnex is pleased to report that at the Shareholders' Meeting, each of the current directors of the Corporation was re-elected for another term. These directors are Mr. Michael Singer (Chairman of the Board of Directors), Dr. Patrice Hugo, Mr. Louis Lacasse, Mr. Marc LeBel and Mr. Joseph Walewicz. Warnex is also pleased to report that at the Shareholders' Meeting the current auditors of the Corporation, Nexia Friedman, Chartered Accountants, were re-appointed. 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 Common Shares may not be finally accepted for listing on the NEX and the risks associated with any future plans for Warnex. Moreover, in addition to the various risks and uncertainties set out in the Corporation's most recent Management's Discussion and Analysis, which can be found under the Corporation's profile at www.sedar.com, some of which may no longer be relevant given the closing of the Transaction, Warnex has identified certain other risks and uncertainties that should be considered as a result of the closing of the Transaction and the implementation of the Share Consolidation, including: (i) the market price for the Common Shares after the Share Consolidation may not be four times the market price for the Common Shares immediately prior to the Share Consolidation, and any increase in the market price of the Common Shares may not be sustained for any prolonged period of time; and (ii) the timing, nature and impact of any course of action that management of the Corporation may determine to carry out with respect to the remaining assets of the Corporation is uncertain at this time. FOR FURTHER INFORMATION PLEASE CONTACT: Michael Singer Chairman of the Board of Directors, Warnex Inc. (514) 940-3610 msinger@thallion.com
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