Key Highlights

  • Microba shareholders would hold 60% of Genetic Signatures on implementation under the revised terms, down from approximately 67%, while existing Genetic Signatures shareholders would hold 40% instead of approximately 33%.
  • The share formula multiplies 0.6 by the Genetic Signatures shares on issue divided by 0.4 and then divides by Microba shares on issue, so Microba's placement announced the same day is not dilutive to Genetic Signatures holders.
  • Binding documentation has not been signed, and the transaction terms remain subject to ongoing due diligence.
  • Genetic Signatures shareholders vote on the issue of securities for the merger at the Annual General Meeting on 16 November 2026, and the board is unanimous in supporting a vote in favour.

Genetic Signatures Limited (ASX:GSS) and Microba Life Sciences Limited (ASX:MAP) have agreed in principle to revised terms for their proposed merger, reducing the share of the combined company that Microba shareholders would hold from approximately 67% to 60%. Existing Genetic Signatures shareholders would hold 40% on implementation, compared with approximately 33% under the earlier terms. The update was released on 21 October 2026, 29 days after Genetic Signatures first set out the commercial terms of the deal on 22 September 2026.

Ownership Split Shifts Seven Percentage Points

Under the proposed merger, Genetic Signatures would acquire all of the issued securities in Microba through concurrent Court-approved share and option schemes of arrangement, which the companies refer to together as the Proposed Scheme. The principal change in the amended terms is the exchange ratio, which sets how many Genetic Signatures securities Microba security holders receive for what they hold. Microba shareholders would own 60% of the total Genetic Signatures shares on issue once the merger is implemented, while existing Genetic Signatures shareholders would own 40%.

The adjustment moves seven percentage points in each direction: the Microba holding falls from approximately 67% to 60%, and the Genetic Signatures holding rises from approximately 33% to 40%. Put as a ratio, the new split means the shares issued to Microba holders would total 1.5 times the Genetic Signatures shares on issue at the scheme record date, taking the combined count to 2.5 times that number.

How the Scheme Formula Sets Share Numbers

The final number of Genetic Signatures shares to be issued will not be known until the scheme record date, because it is set by a formula that draws on the number of Genetic Signatures and Microba shares on issue on that date. The formula calculates N, the number of Genetic Signatures shares or options to be issued for each Microba share or option held at the record date. N equals 0.6 times the quantity A divided by 0.4, with the whole result divided by B. A is the total number of Genetic Signatures shares on issue at the record date, and B is the total number of Microba shares on issue at that date.

Genetic Signatures said the placement that Microba announced earlier on the same day will not be dilutive to its shareholders by operation of the scheme formula. Because the formula divides by B, any increase in the number of Microba shares on issue at the record date lowers the number of Genetic Signatures securities issued for each Microba share, while the 60% and 40% end positions stay in place.

Due Diligence, the Addendum and the 16 November Meeting

The two companies have not yet entered into binding documentation, and the transaction terms remain subject to ongoing due diligence. The revised terms will be recorded in the scheme implementation deed, known as the SID, and its material terms will be summarised in an addendum to the Genetic Signatures Notice of Annual General Meeting. The addendum, which includes an additional resolution to approve the proposed merger, is with ASX for review and needs ASX approval before release. The company expects it to be released shortly.

Other than the amended scheme formula, the material terms of the proposed merger, including its strategic rationale, are unchanged. The Genetic Signatures board continues to unanimously support a vote in favour of the resolution to approve the issue of securities under the merger at the Annual General Meeting on 16 November 2026, which falls 26 days after the update. Subject to shareholders approving that issue, the two companies expect to execute the SID after the approval is received. The merger remains subject to approval by Genetic Signatures shareholders, by Microba shareholders and option holders, and by the Court, among other conditions.

Where the Revised Merger Terms Land

Genetic Signatures describes itself as a molecular diagnostics company that develops and commercialises products built on its proprietary 3base platform technology. Its EasyScreen range consists of real-time Polymerase Chain Reaction (PCR) based products for the routine detection of infectious diseases, and its current target markets are hospital and pathology laboratories that screen for infectious diseases. Microba describes its business as microbiome health and human care, with a vision of delivering clinical-grade microbiome tests. The revised terms would leave Microba shareholders with 60% and Genetic Signatures shareholders with 40% on implementation. The terms are not yet binding, the addendum is waiting on ASX approval, and the Genetic Signatures vote is set for 16 November 2026.