MDxHealth SA (ENXTBR:MDXH) acquired Oncotype DX GPS Prostate Cancer Business from Exact Sciences Corporation (NasdaqCM:EXAS) for $100 million on August 2, 2022. Mdxhealth has financed the acquisition in part through a $35 million loan and security agreement with an affiliate of Innovatus Capital Partners, LLC ("Innovatus"), which loan also replaces the Company's existing EUR 9 million debt facility with Kreos Capital. Under the terms of the asset purchase agreement an amount of $25 million was paid in cash and an amount of $5 million will be settled through the delivery of 691,171 American Depositary Shares ("ADSs") of the MDxHealth, at a price per ADS of $7.23. Following the closing an additional aggregate earn-out amount of up to $70 million is to be paid by mdxhealth to Exact Sciences upon achievement of certain revenue milestones related to fiscal years 2023 through 2025, with the maximum earn-out payable in relation to 2023 and 2024 not to exceed $30 million and $40 million, respectively. At the option of mdxhealth, the earn-out amounts can be settled in cash or through the issuance of additional ADSs of the MDxHealth to Exact Sciences, provided that the aggregate number of shares representing the ADSs held by Exact Sciences shall not exceed more than 5% of the outstanding shares of mdxhealth.
Jefferies LLC acted as sole financial advisor and Foley Hoag acted as lead legal counsel to mdxhealth for the acquisition; Baker McKenzie acted as lead legal counsel to mdxhealth for the debt facility.
MDxHealth SA (ENXTBR:MDXH) completed the acquisition of Oncotype DX GPS Prostate Cancer Business from Exact Sciences Corporation (NasdaqCM:EXAS) for $100 million on August 2, 2022.