Warnex Sells its Analytical Services Division
25 April 2012 - 5:55AM
Marketwired Canada
Warnex Inc. (TSX VENTURE:WNX) ("Warnex") announces that it has successfully
completed the sale of its Analytical Services division to NEOPHARM LABS Inc.
("NEOPHARM"), the previously announced purchaser who initially bound itself to
such transaction in December, 2011. Concurrent with the transaction, the parties
have terminated all legal proceedings between them.
The Transaction
Under the terms of the transaction, which has an effective date of April 2,
2012, Warnex will realize cash proceeds of $300,000, subject to normal working
capital adjustments which are to be finalized and settled by the parties
post-closing. In addition, NEOPHARM will assume certain specific liabilities
related to the division. The terms of the transaction also provide Warnex with
the right, subject to certain conditions, to terminate the lease for its Laval,
Quebec facilities, which are owned by an affiliate of NEOPHARM, prior to the
current expiry date of such lease.
In addition, NEOPHARM will provide employment to the approximately 90 employees
specific to the division. NEOPHARM has advised that the directors, who come with
valuable years of experience, will personally manage and administer the
analytical operations including: Dr. Martin Nadeau, Ph.D, Senior, Director of
Microbiology; Monique Baillet, M.Sc, Director of Quality Assurance; Abderrahim
Mallah, Director of Validation; Serge Lacoursiere, Director of Chromatography;
and Carl Larouche, Director of Chemistry, who will continue to provide their
expertise to NEOPHARM's clients.
NEOPHARM will also assume all of Warnex's lease obligations for its Blainville
facility and will consolidate the operations of the Analytical Services division
at such location, except for the stability chambers and certain related
activities, as well as some other special projects, which shall continue to be
performed out of the Laval facility. Warnex has agreed to provide NEOPHARM with
certain transitional services in order to ensure the orderly transfer of the
division. For further information about NEOPHARM, please visit www.neopharm.ca.
Warnex intends to use the proceeds from this transaction to support its working
capital requirements and to reduce outstanding debt.
"Warnex has been working diligently over the past several months to improve its
balance sheet and strategic outlook," said Michael Singer, the Chairman of the
Board of Directors of Warnex. "The sale of the Analytical Services division is a
key step in this process. We would like to thank the employees of the Analytical
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.
This transaction permits us to concentrate on our core Bioanalytical Services
business, which is now the sole focus of Warnex under the excellent leadership
of Dr. Michael Mancini."
Strategic Review
Warnex continues to evaluate all of its options for maximizing the value of its
remaining Bioanalytical Services division. In this regard, Warnex continues to
pursue its previously announced discussions regarding potential transactions
involving this division. However, Warnex cautions that there can be no assurance
that any transaction will occur, or if a transaction is in fact undertaken, as
to its terms or timing. Warnex's immediate priority continues to be to ensure
that the Bioanalytical Services division continues to maintain the highest
standards of service delivery for the benefit of its customers, its employees
and its other stakeholders.
About Warnex
Warnex (www.warnex.ca) is a life sciences company which, through its
Bioanalytical Services operations, provides bioequivalence and bioavailability
studies for clinical trials at its facility located in Laval, 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.
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