Genetic Signatures and Microba Life Sciences have agreed on the principal commercial terms of a merger that would combine two ASX-listed Australian diagnostics businesses into a single group.
The announcement follows an earlier disclosure that the two companies were in merger discussions, and sets out the share exchange ratio, proposed ownership structure and governance arrangements.
The transaction is to be implemented through a scheme of arrangement under which Genetic Signatures would acquire 100 per cent of Microba's issued shares and options.
Microba shareholders would receive 0.654 new Genetic Signatures shares for each Microba share, equating to approximately 469 million new shares, subject to finalisation. Option holders would receive equivalent Genetic Signatures options on the same ratio. The merger would be funded through the issue of Genetic Signatures securities, with no cash consideration or new acquisition financing contemplated.
On implementation, Microba shareholders would hold approximately 67 per cent of the enlarged group and existing Genetic Signatures shareholders approximately 33 per cent, with the combined group remaining listed under the code GSS.
The disclosed figures put Microba's equity value at $35.1 million and Genetic Signatures at $15.9 million, while Genetic Signatures holds the larger cash position, $22.1 million against Microba's $7.9 million as at 30 June 2026. Both companies reported financial year 2026 revenue of $14.8 million. Microba employs approximately 97 staff and Genetic Signatures approximately 52.
The combined group would have approximately $29.6 million in aggregate FY2026 revenue, approximately $30 million in cash and term deposits, net assets of $60.1 million and products distributed to more than 30 countries.
Preliminary analysis has identified at least $2.5 million to $3 million in potential annualised gross cost synergies, principally from consolidating duplicated listed company and public company costs, rationalising overlapping corporate and administrative functions, and consolidating selected infrastructure and professional services expenditure.
The companies state these are estimates rather than committed savings and remain subject to further validation, implementation planning and successful execution. Additional opportunities are identified across laboratory and manufacturing footprint, procurement and consumables, sales and distribution channels, and shared quality, regulatory and research capability.
Genetic Signatures contributes rapid, targeted pathogen detection through its molecular diagnostics platform, and Microba contributes metagenomic testing and broader microbiome profiling, which the boards say would create a wider offering across gastrointestinal and infectious disease diagnostics.
Under the proposed terms, the merged entity's board would comprise six directors. Three would be nominated by Genetic Signatures and three by Microba. The companies describe this as intended to provide equal representation from both businesses and support integration. Final board composition and senior management arrangements are to be confirmed in the definitive transaction documentation.
Genetic Signatures Chair Mike Aicher said, "Bringing Microba and Genetic Signatures together would create an exciting opportunity to combine two complementary areas of diagnostic innovation. By bringing our respective technologies, expertise and commercial capabilities together, we have the potential to build a stronger diagnostics platform and accelerate the delivery of new solutions to clinicians and patients globally. We believe this proposed combination provides a compelling foundation for long-term growth and value creation for shareholders."
Microba Chair Pasquale Rombola said, "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. We look forward to working together with the GSS team to realise that opportunity."
