NEWS RELEASE - REGULATED INFORMATION
4 NOVEMBER 2021, 13:00 CET
MDxHealth Announces Pricing of Initial Public Offering of ADSs
in the United States
IRVINE, CA, and HERSTAL, BELGIUM - November 4, 2021 - MDxHealth SA (Nasdaq and Euronext Brussels: MDXH) ("MDxHealth" or the "Company"), a commercial-stage precision diagnostics company, today announced the pricing of its initial public offering in the United States (the "Offering") of 3,750,000 American Depositary Shares (each representing 10 ordinary shares of the Company with no nominal value per share) ("ADSs") at a price to the public of USD 12.00 per ADS1 for total gross proceeds of USD 45.0 million2 before deducting underwriting discounts and commissions and estimated offering expenses.
In connection with the Offering, MDxHealth has granted the underwriters a 30-day option to purchase additional ordinary shares, which may be in the form of ADSs, on the same terms and conditions, representing up to 15% of the total number of ordinary shares (as the case may be, in the form of ADSs) offered in the Offering.
The closing of the Offering is expected to occur on November 8, 2021, subject to the satisfaction of customary closing conditions.
MDxHealth's ordinary shares are currently listed on Euronext Brussels under the symbol "MDXH". The ADSs are expected to begin trading on the NASDAQ Capital Market on November 4, 2021 under the symbol "MDXH".
Piper Sandler and Oppenheimer & Co. Inc. are acting as lead book-running managers, BTIG is acting as a lead manager, and KBC Securities USA is acting as a co-manager for the Offering.
A registration statement on Form F-1 relating to and describing the terms of the Offering was filed with the U.S. Securities and Exchange Commission and was declared effective on November 3, 2021. The ADSs may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This press release does not constitute an offer to sell or a solicitation of an offer to buy securities of the Company nor shall there be any offer, solicitation or sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification or publication of an offering prospectus under the securities laws of any such state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities, if at all, has been or will be made in accordance with the registration requirements of the United States Securities Act of 1933 and the European Prospectus Regulation (Regulation (EU) 2017/1129), as relevant.
The Offering has been made only by means of a prospectus. When available, copies of the final prospectus relating to the Offering can be obtained from Piper Sandler & Co., Attention: Prospectus Department, 800 Nicollet Mall, J12S03, Minneapolis, Minnesota 55402, by e-mail at email@example.com, or by phone at (800) 747-3924 or Oppenheimer & Co. Inc., Attention: Syndicate Prospectus Department, 85 Broad Street, 26th Floor, New York, NY 10004, by e-mail at EquityProspectus@opco.com, or by phone at (212) 667-8055.
For more information:
NOTE: The MDxHealth logo, MDxHealth, ConfirmMDx and SelectMDx are trademarks or registered trademarks of MDxHealth SA ("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. All statements other than statements of historical facts included in this press release are forward-looking statements, including statements regarding our expectations of the completion of the Offering. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control, including the risks and uncertainties associated with market conditions and the satisfaction of customary closing conditions related to the Offering. Actual events are difficult to predict, may depend upon factors that are beyond the MDxHealth'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. You should not place undue reliance on forward-looking statements, which reflect the opinions of MDxHealth only as of the date of this announcement.
No public offering is made or will be made and no one has taken or will take any action that would, or is intended to, permit a public offering in any country or jurisdiction, other than the United States, where any such action is required, including in Belgium. Belgian investors, other than qualified investors within the meaning of the Belgian Act of 11 July 2018 on the public offering of securities and the admission of securities to be traded on a regulated market, were and will not be eligible to participate in the Offering (whether in Belgium or elsewhere). The transaction to which this press release relates was and will only be available to, and was and will be engaged in only with, in member states of the European Economic Area, persons falling within the meaning of Article 2(e) of Regulation (EU) 2017/1129 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market (the "Prospectus Regulation"), and in the United Kingdom, investment professionals falling within article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), persons falling within article 49 (2), (a) to (d) of the Order and other persons to whom it may lawfully be communicated.
Subject to the closing of the Offering, a listing prospectus will be prepared by MDxHealth in accordance with Article 3 of the Prospectus Regulation for the purpose of having the new shares represented by the ADSs issued pursuant to the Offering or, as the case may be, the exercise by the Underwriters of their 30-day option to purchase additional ordinary shares, admitted to trading on the regulated market of Euronext Brussels.
1 Equivalent to a price of EUR 1.04 per underlying share, assuming an exchange rate of EUR 1 = USD 1.1578 as published by the European Central bank on November 3, 2021, taking into account that one ADS represents 10 shares.
2 Equivalent to an amount of EUR 38.9 million, assuming an exchange rate of EUR 1 = USD 1.1578, as published by the European Central bank on November 3, 2021.