THIS ANNOUNCEMENT IS NOT FOR Distribution, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, South Africa OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE prohibited by applicable law
IRVINE, CA, and HERSTAL, BELGIUM – June 23, 2015 – MDxHealth SA (Euronext Brussels: MDXH), announced today that it has launched an equity offering by means of a private placement targeted primarily to a group of institutional, qualified or professional investors (including, subject to applicable securities law, rules and regulations, natural persons) in and outside of Belgium, with the intention to raise an amount of approximately € 20 million, with the possibility to increase the size of the placement.
Petercam acts as Global Coordinator and Petercam and KBC Securities act as Joint Bookrunners for the private placement, which shall be structured as an accelerated bookbuilding. The bookbuilding procedure will commence immediately and is expected to close on June 24, 2015, subject to acceleration or extension of the timetable.
The net proceeds of the placement of the new shares will be used mainly to support and scale-up the Company’s U.S.-based managed care and related healthcare reimbursement efforts, its clinical affairs efforts and its sales and marketing efforts. In addition, depending on the amount raised, the net proceeds would be used to accelerate product development (amongst others, by conducting clinical studies to further support the clinical validity of the ConfirmMDx for Prostate Cancer test and tests in development for bladder cancer) and for general corporate purposes.
Petercam, acting as Settlement Agent, will enter into a share swap agreement with a core shareholder of the company in order to deliver listed shares to all investors who receive allocated shares in the private placement. As part of this share swap agreement the core shareholder will deliver existing and listed shares to the Settlement Agent. The core shareholder will receive in exchange the same number of newly issued non-listed shares. The shares that the core shareholder will receive as a result of the share swap will be listed upon approval of a listing prospectus by the FSMA on a later date.
The trading in MDxHealth shares on Euronext Brussels will be suspended throughout the bookbuilding period. Trading in the stock is expected to resume following the publication of the results of the placement.
The company will announce the results of the placement as soon as possible after closing of the bookbuilding in a subsequent press release.
MDxHealth is a multinational healthcare company that provides actionable epigenetic information to personalize the diagnosis and treatment of cancer. The company’s tests are based on proprietary gene methylation (epigenetic) technology and assist physicians with the diagnosis of cancer, prognosis of recurrence risk, and prediction of response to a specific therapy. For more information visit mdxhealth.com and follow us on Twitter at: twitter.com/mdxhealth.
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The MDxHealth logo, MDxHealth, ConfirmMDx and PredictMDx are trademarks or registered trademarks of MDxHealth SA (the “Company” or “MDxHealth”). All other trademarks and service marks are the property of their respective owners.
This press release contains forward-looking statements and estimates with respect to the anticipated future performance of MDxHealth and the market in which it operates. Such statements and estimates are based on assumptions and assessments of known and unknown risks, uncertainties and other factors, which were deemed reasonable but may not prove to be correct. Actual events are difficult to predict, may depend upon factors that are beyond the Company’s control, and may turn out to be materially different. MDxHealth expressly disclaims any obligation to update any such forward-looking statements in this release to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based unless required by law or regulation.
This announcement is for general information only and does not purport to be full or complete. This announcement does not constitute, or form part of, an offer to sell or issue, or any solicitation of an offer to purchase or subscribe for shares. This announcement is not for distribution, directly or indirectly, in the United States of America, Australia, Canada, Japan, South Africa or any other jurisdiction where to do so would be prohibited by applicable law. Any persons reading this announcement should inform themselves of and observe any such restrictions.
The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended from time to time (the “U.S. Securities Act”), and the securities may not be offered or sold in the United States (as defined in Regulation S under the U.S. Securities Act) unless these securities are registered under the U.S. Securities Act, or an exemption from the registration requirements of the U.S. Securities Act is available. The Company and its affiliates have not registered, and do not intend to register, any portion of the offering of the securities concerned in the United States, and do not intend to conduct a public offering of securities in the United States.
This announcement is only addressed to and directed at persons in member states of the European Economic Area (“EEA”) other than Belgium who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC and amendments thereto, including Directive 2010/73/EU, to the extent implemented in the relevant Member State of the EEA) and any implementing measure in each relevant Member State of the EEA (the “Prospectus Directive”) (“Qualified Investors”). In addition, in the United Kingdom, this announcement is being distributed only to, and is directed only at, Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) and Qualified Investors falling within Article 49(2)(a) to (d) of the Order, and (ii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). The offering will only be available to, and any invitation, offer or agreement to subscribe for, purchase, or otherwise acquire securities will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.
This communication is not a prospectus for the purposes of the Prospectus Directive. This communication cannot be used as basis for any investment agreement or decision.
No announcement or information regarding the offering, listing or securities of the Company referred to above may be disseminated to the public in jurisdictions where a prior registration or approval is required for such purpose. No steps have been taken, or will be taken, for the offering, listing or securities of the Company in any jurisdiction outside of Belgium where such steps would be required. The issue, exercise, or sale of, the subscription for or purchase of securities of the Company are subject to special legal or statutory restrictions in certain jurisdictions. The Company is not liable if the aforementioned restrictions are not complied with by any person.