MONTREAL, March 20, 2012 /CNW Telbec/ - Persistence Capital Partners LP ("PCP"), a leading Canadian private equity firm focused exclusively on investments in high growth opportunities in the healthcare field, announced that it elected to convert $725,000 in principal under the Amended and Restated Convertible Debenture (the "Debenture") issued to it on August 18, 2011 by Warnex Inc. ("Warnex", TSX: WNX) into 46,178,344 common shares (the "Common Shares") of Warnex at a conversion price of $0.0157, which is the volume weighed average price of the Common Shares for the five trading days preceding the date on which the conversion notice was delivered (March 9 and March 12 to March 15, 2012).
After giving effect to the transaction, PCP owns 58,417,094 Common Shares or approximately 51.56% of the outstanding Common Shares (assuming that no other convertible securities of Warnex are converted and that no outstanding warrants or options of Warnex are exercised). In addition, PCP owns $396,702 principal amount of Debenture, $315,927 principal amount of convertible debenture issued November 25, 2011 by Warnex (the "New Debenture") and 7,500,000 warrants to acquire Common Shares (the "Warrants"). Assuming conversion of the Debenture and the New Debenture at a conversion price of $0.0157 per Common Share and exercise of the Warrants, PCP would own 111,307,476 Common Shares, or approximately 66.98% of the outstanding Common Shares (assuming that no other convertible securities of Warnex are converted and that no other outstanding warrants or options of Warnex are exercised, as the case may be).
The Common Shares were acquired for investment purposes. Depending on the evolution of Warnex's business, financial condition, the market for Warnex securities, general economic conditions and other factors, PCP may propose a modification of the composition of the board of directors of Warnex (the "Board"), convert additional Debenture or New Debenture, acquire additional securities of Warnex or sell some or all of the securities it holds, in the open market, by private agreement or otherwise, subject to market conditions and other relevant factors.
PCP intends to engage in discussion with the Board and management of Warnex regarding Warnex, its prospects and potential means for enhancing shareholder value, including, without limitation, with respect to potential change in the business, strategy or Board composition. PCP may also seek to initiate or participate in such other actions as it deems necessary to preserve or enhance the value of its investment in Warnex, including without limitation, actions intended to cause changes to the business, strategy or Board composition and which may include seeking to add nominees designated by PCP to the Board and/or removing individuals from the Board, requisitioning a meeting of shareholders of Warnex and soliciting proxies in connection therewith and/or making one or more shareholder proposals in connection with Warnex.
This press release is issued pursuant to the early warning report requirements of applicable securities laws of Canada which also requires a report to be filed on SEDAR containing additional information with respect to the foregoing matters. A copy of such early warning report can be found on SEDAR (www.sedar.com).
About Persistence Capital Partners
Persistence Capital Partners is a leading investment firm exclusively focused on high-growth opportunities in the healthcare field. With its deep industry expertise, PCP aims to create significant long term capital appreciation by identifying and developing attractive investment opportunities in the healthcare market, with a focus on healthcare services businesses across a broad spectrum of the healthcare sector.
For further information:
Lloyd M. Segal
Partner, Persistence Capital Partners
Tel: (514) 687-2600