THIS ANNOUCEMENT IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURIDICTION WHERE TO DO SO WOULD BE PROHIBITED BY APPLICABLE LAW
IRVINE, CA, and HERSTAL, BELGIUM - November 3, 2016 - MDxHealth SA (Euronext Brussels: MDXH), announced today that it has successfully raised EUR 20,371,329.00 (or USD 22,608,100.92  ) in gross proceeds by means of a private placement of 4,526,962 new shares at an issue price of EUR 4.50 (or USD 4.99 1 ) per share. The closing price of the MDxHealth share on Euronext Brussels on November 2, 2016, before the launch of the private placement, was EUR 4.625 per share. Bank Degroof Petercam SA/NV acted as Sole Lead Manager and Bookrunner for the private placement.
"We are delighted to have raised this additional funding from a mix of investors who share our belief in the commercial potential of our world leading DNA methylation platform," said Jan Groen, chief executive officer of MDxHealth. "In combination with our existing cash position, these funds allow us to support and scale-up our U.S.-based managed care and related healthcare reimbursement efforts, the sales and marketing efforts in the U.S. for ConfirmMDx and SelectMDx, and the sales and marketing and related commercialization efforts in Europe and the rest of the world for SelectMDx. In addition, it will allow us to accelerate the product development of the AssureMDx bladder cancer test, and to finance general corporate purposes."
The payment and delivery of the new shares is expected to take place on November 7, 2016, and an application will be made to admit the new shares to trading on the regulated market of Euronext Brussels at the same time. 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 EUR 36,111,083.86 to EUR 39,722,241.45 and its issued and outstanding shares will increase from 45,269,633 to 49,796,595 ordinary shares.
MDxHealth is a multinational healthcare company that provides actionable molecular diagnostic information to personalize the diagnosis and treatment of cancer. The company's tests are based on proprietary gene methylation (epigenetic) and other molecular technologies 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.
For more information:
Dr. Jan Groen, CEO
US: +1 949 812 6979
BE: +32 4 364 20 70
Jonathan Birt, Chris Welsh, Hendrik Thys (PR & IR)
Consilium Strategic Communications
UK: +44 20 3709 5701
US: +1 917 322 2571 (Rx Communications Group LLC)
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. The person making the present notification is MDxHealth SA, represented by Dr. Jan Groen, CEO.
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 various 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. No representations are made as to the accuracy or fairness of such forward-looking statements and estimates. Furthermore, forward-looking statements and estimates only speak as of the date of the publication of this document. 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.
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 (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. Bank Degroof Petercam NV, authorised as a stock broker company supervised by the National Bank of Belgium, is acting for the Company only in connection with the offer and will not be responsible to anyone other than the Company for providing the protections offered to their respective clients, nor for providing advice in relation to the transaction or any matters referred to in this announcement.
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 (closing) exchange rate of 1.1098 on November 2, 2016.