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 – November 5, 2014 – MDxHealth SA (Euronext Brussels: MDXH), a leading molecular diagnostic company that develops and commercializes epigenetic tests to improve the diagnosis and treatment of cancer patients, announced today that it has successfully raised € 12,330,000.00 (US$ 15,429,762.00) in gross proceeds by means of a private placement of 3,425,000 new shares with a group of institutional, qualified and professional investors in and outside Belgium at an issue price of € 3.60 (or US$ 4.51) per share. The closing price of the MDxHealth share on Euronext Brussels on November 4, 2014, before the launch of the private placement was € 3.599 per share. The placement was more than twice oversubscribed by a broad and international range of institutional investors. Petercam NV/SA acted as Sole Lead Manager and Book Runner in the private placement.
“We are delighted to have raised this additional funding from a mix of new investors who share our belief in the commercial potential of our world leading DNA methylation platform,” said Dr. Jan Groen, Chief Executive Officer of MDxHealth. “In combination with our existing cash position, these funds allow us to support and scale-up MDxHealth’s U.S.-based managed care and related healthcare reimbursement efforts, together with its sales and marketing efforts. In addition, it will allow us to accelerate product development and finance general corporate purposes.”
The payment and delivery of the new shares is expected to take place on November 7, 2014, at which date the new shares are also expected to be admitted to listing. The new shares to be issued will have the same rights and benefits as, and rank pari passu in all respects with, the existing and outstanding shares of MDxHealth at the moment of their issuance and will be entitled to distributions in respect of which the relevant record date or due date falls on or after the date of issue of the new shares. As a result of the issuance of new shares, the company’s share capital will increase from € 27,321,762.02 to € 30,053,884.52 and its issued and outstanding shares will increase by 10 % from 34,251,303 to 37,676,303 ordinary shares.
MDxHealth is a leading molecular diagnostic company that develops and commercializes epigenetic tests to support cancer treatment. The company’s tests are based on proprietary gene methylation (epigenetics) 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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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 constitute an offer to sell or to purchase or the solicitation of an offer to buy or to sell, nor shall there be any sale or purchase of, the securities referred to herein, in any jurisdiction in which such offer, solicitation, sale or purchase would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. 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.
In any Member State of the European Economic Area that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of Article 2(1)(e) the Prospectus Directive. The expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in any relevant Member State) and includes any relevant implementing measures in any Member State.
This communication is being distributed only to, and is directed only at (a) persons outside the United Kingdom, (b) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), and (c) high net worth companies, and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(2) (a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The offering is only available to, and any invitation, offer or agreement to subscribe, purchase, or otherwise acquire or sell such securities will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this communication 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.
Based on the USD/EUR exchange rate of 1.2514 of November 4, 2014