Press release – Regulated information – Inside information – 21 March 2018, 5:45 p.m. CET
IRVINE, CA, and HERSTAL, BELGIUM – 21 March 2018 – MDxHealth SA (Euronext Brussels: MDXH) a world leader in molecular diagnostics for urological cancers, announces the launch of a capital increase with the offering of new ordinary shares 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 increase the share capital by up to 20%.
MDxHealth had a strong start to the year with high double-digit volume and revenue growth in the first two months of 2018 versus the first two months of 2017. The Company is particularly pleased with the strong organic growth of patient test volumes for ConfirmMDx, which it believes will remain a significant driver of revenue growth in 2018 and beyond.
The net proceeds of the capital increase will mainly be used to support the Company’s stated strategy to grow the business by facilitating:
Berenberg and Kempen are acting as Joint Global Coordinators and Joint Bookrunners for the capital increase, which shall be structured as an accelerated bookbuilding. The bookbuilding procedure will commence immediately.
Biovest and Valiance, both existing shareholders of the Company, are supportive of the transaction and intend to submit an order in the offering. The offering is open to institutional, qualified or professional investors and such other investors as permitted under applicable private placement exceptions, as aforementioned, and any final allocation to investors, as the case may be, will be made based on customary objective and pre-identified criteria. No guarantee has been given as to the final allocation to any of Biovest or Valiance, or any of their affiliates or other persons, that any allocation will be made to them, or as to the size of any such allocation.
In the context of the capital increase, MDxHealth has agreed to a market customary 180 day lock-up period, subject to common exemptions.
The issue price per new share and the number of new shares effectively placed will be announced after completion of the capital increase in a subsequent press release.
If the capital increase is not completed before opening of trading on 22 March 2018, trading in MDxHealth shares on Euronext Brussels may be suspended and resume following the publication of the results of the capital increase.
MDxHealth is a multinational healthcare company that provides actionable molecular diagnostic information to personalize the diagnosis and treatment of urological cancer. The Company’s tests are based on proprietary genetic, epigenetic (methylation) and other molecular technologies and assist physicians with the diagnosis of urologic cancers, prognosis of recurrence risk, and prediction of response to a specific therapy. The Company’s European headquarters are in Herstal, Belgium, with laboratory operations in Nijmegen, The Netherlands, and US headquarters and laboratory operations based in Irvine, California. For more information, visit mdxhealth.com and follow us on social media at: twitter.com/mdxhealth, facebook.com/mdxhealth
For more information:
Dr. Jan Groen CEO Amber Fennell, Chris Welsh, Nicholas Brown
MDxHealth Consilium Strategic Communications
US: +1 949 812 6979 UK: +44 20 3709 5700
BE: +32 4 364 20 70
LifeSpring Life Sciences Communication
NL: +31 6 538 16 427
The MDxHealth logo, MDxHealth, ConfirmMDx, SelectMDx, AssureMDx 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 or any other jurisdiction where to do so would be prohibited by applicable law or require registration thereof in, such jurisdiction. 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.
Any offer of securities to which this announcement relates is only addressed to and directed at persons in member states of the European Economic Area (“EEA”) 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”), or such other investors as shall not constitute an offer to the public within the meaning of Article 3.1 of the Prospectus Directive. In addition, any offer of securities to which this announcement relates is in the United Kingdom, 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 from time to time (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. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing the entire amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the securities referred to herein.
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.
Information to Distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the shares the subject of this capital increase have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, Distributors should note that: the price of shares may decline and investors could lose all or part of their investment; the shares offer no guaranteed income and no capital protection; and an investment in the shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the capital increase. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels.
Joh. Berenberg, Gossler & Co. KG and Kempen & Co N.V. are acting exclusively for the Company and no one else in connection with the capital increase. In connection with such matters, they, their affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the capital increase or any other matters referred to in this announcement.