MDxHealth SA, a leading molecular diagnostic company that develops and commercializes epigenetic tests to support cancer treatment, announced today the launch of an equity offering by means of a private placement to a group of investors, with the intention to raise an amount of approximately € 10 million, with the possibility to increase the size of the placement. The board of directors has cancelled the preferential subscription right of the existing shareholders in the framework of this transaction, including for the benefit of Biovest Comm. VA., which has indicated its willingness to participate in the transaction.
ING Belgium NV/SA acts as global coordinator and joint bookrunner and Petercam NV/SA acts as joint bookrunner for the placement, which shall be structured as an accelerated bookbuilding starting with immediate effect and expected to close on June 29, 2012, subject to acceleration or extension of the timetable.
The net proceeds of the private placement will be used, firstly and mainly to support and scale-up a US-based sales and marketing team, subsequently to operate and scale-up the Company’s U.S.-based CLIA-registered commercial laboratory and finally, depending on the amount raised, to accelerate product development.
The new shares are expected to be admitted to listing on NYSE Euronext Brussels by July 4, 2012 following their issuance and the publication of the approved listing prospectus. The company has requested the Financial Services and Markets Authority to suspend its shares from trading on NYSE Euronext Brussels and NYSE Euronext Amsterdam pending the placement. 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 offering as soon as possible after closing of the bookbuilding in a subsequent press release.
With reference to prior disclosures regarding its existing collaboration with Merck Serono, MDxHealth confirms that discussions with respect to an extension of the collaboration to develop and commercialize the PredictMDxTM for Glioblastoma test with Merck continue to progress well. Provided that parties reach an agreement on the final open items, management does not exclude that a contract may be signed in the coming days.
A listing prospectus will be available in English and French on the website of MDxHealth, as from July 4, 2012. Moreover, copies of the listing prospectus will be available, without charge, at Tour 5 Giga, Avenue de l'Hôpital 11, 4000 Liège, Belgium, as from July 4, 2012.
MDxHealth (mdxhealth.com) is a leading molecular diagnostics 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:
Mike Sinclair, Halsin Partners
T: +44 20 7318 2955 / C: +44 7968 022075 - E: msinclair[.]halsin.com.
Important information about forward-looking statements
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 press release does not constitute an offer to sell or the solicitation of an offer to buy any securities of MDxHealth, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale is not permitted or to any person or entity to whom it is unlawful to make such offer, solicitation or sale. This press release is not an offer of securities for sale into the United States, Canada, Australia or Japan.
The new shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act") and may not be offered or sold in the United States absent registration or an exemption from registration. The Company does not intend to register any portion of the placing in the United States or to conduct a public offering of securities in the United States.