SYDNEY: Genetic Signatures Limited and Microba Life Sciences Limited announced Tuesday they have agreed to principal commercial terms for a merger that would create a combined Australian diagnostics company with about $29.6 million in aggregate annual revenue.

The proposed merger, implemented through a scheme of arrangement, would have Genetic Signatures acquire 100% of Microba’s issued shares and options. Microba shareholders would receive 0.654 new Genetic Signatures shares for each Microba share, amounting to approximately 469 million new shares, subject to finalization.

Following the merger, Microba shareholders would hold about 67% of the enlarged company, while existing Genetic Signatures shareholders would hold about 33%. The combined group would remain listed on the ASX under the ticker GSS.

The companies said the merged entity would bring together complementary technologies, with Genetic Signatures’ molecular diagnostics platform joining Microba’s metagenomic testing capabilities to offer a broader range of gastrointestinal and infectious disease diagnostics.

The combined company would have products distributed in more than 30 countries and reported approximately $30 million in aggregate cash and term deposits as of June 30, 2026.

Preliminary analysis identified at least $2.5 million to $3 million in potential annualized gross cost synergies, primarily from consolidating duplicated listed-company and corporate functions, the companies said. The synergies are estimates and remain subject to validation and implementation planning.

The deal is structured as an all-script transaction, funded through the issuance of Genetic Signatures securities, with no cash consideration or new acquisition financing contemplated.

The proposed board would comprise six directors, with three nominated by each company.

“This merger creates a leader in gastrointestinal diagnostics, with broader revenue and customer bases, and a materially stronger balance sheet to meet the significant global opportunity facing the merged group,” said Pasquale Rombola, chair of Microba.

Genetic Signatures Chair Mike Aicher said the combination would bring together “two complementary areas of diagnostic innovation” and has the potential to build a stronger diagnostics platform.

The merger remains subject to finalization and execution of a definitive Scheme Implementation Deed, Genetic Signatures shareholder approval, Microba shareholder and option holder approvals, court approval, and required regulatory and ASX approvals.

Genetic Signatures will seek shareholder approval at a forthcoming extraordinary general meeting. Both companies said shareholders do not need to take any action at this time.

Genetic Signatures is being advised by AE Advisors as corporate adviser and Gadens as legal adviser. Microba is being advised by Latimer Partners as corporate adviser and Thomson as legal adviser.