2014-08-25 07:32:02 -
MEDIAN Technologies (PARIS:ALMDT), a leading medical imaging solutions and service provider for image interpretation and management in oncology clinical trials, cancer screening programs and routine practice in oncology, announced that it has obtained commitments from thirteen non-affiliated and affiliated institutional investors to purchase approximately €20.0 million of its common stock in a capital increase without preferential subscription right reserved to institutional investors led by New Enterprise Associates (NEA) pursuant to article L.
225-138 of the French commercial Code. MEDIAN Technologies has entered into a Subscription Agreement with each of the investors pursuant to which MEDIAN Technologies will sell an aggregate of 2,222,222 units at a price of €9.00. Each unit is composed of one share of common stock and one
warrant. The new shares will be fungible with MEDIAN's outstanding shares and, upon closing, will represent 36.83% of the share capital of MEDIAN Technologies and will correspond to a dilution of 26.91% for the existing shareholders.
Two warrants shall give the right to subscribe to one share of common stock from the issuance date until the seventh anniversary of their issuance date. The warrants shall be exercisable at €9.00 per full share of common stock. Warrants shall not be listed on the Alternext Market.
If all warrants are exercised, the company would receive an additional €10.0 million of proceeds. The subscription undertakings of each of the investors are subject to customary closing conditions for this type of transaction, particularly obtaining the approval of the Extraordinary Shareholders' Meeting of MEDIAN Technologies.
Pursuant to the aforementioned Subscription Agreements, MEDIAN Technologies notably undertakes to authorize and carry out all the operations in relation with the possible listing of the MEDIAN Technologies’ shares on the NYSE or Nasdaq regulated market or, failing that, the transfer of the listing of the shares to Euronext Paris.
The financing will be subject to shareholders' approval during the next Extraordinary Shareholders' Meeting on September 29 th 2014.
Founding shareholders as well as major shareholders of MEDIAN Technologies strongly support this transaction, and in this regard, more than two thirds of the current shareholders have already agreed to vote in favour of the resolutions related to this financing to be presented at this Extraordinary Shareholders' Meeting.
"We believe that the analytics and software solutions developed by MEDIAN Technologies medical are truly disruptive and has the potential to change the way imaging is used within oncology, leading to a real paradigm shift in the development and assessment of new cancer treatments and in the care of cancer patients," said Dr. Otello Stampacchia, Investment Advisor at Omega Fund Management, who will join the Board of Directors as part of this transaction.
"We are proud to have as an investor in MEDIAN Technologies such a prestigious fund as the lead investor NEA, and all the investment funds which are taking part in this transaction. The value added that we provide in oncology imaging, as well as the key differentiators of our product were decisive in achieving this capital increase with highly regarded and knowledgeable investors in our field," emphasized Fredrik Brag, CEO of MEDIAN Technologies. "This financing will support and further accelerate our international expansion, in particular in the North American and Asian markets for which we have great ambitions," he added.
Cowen and Company, LLC served as placement agent to the Company.
About MEDIAN Technologies: For more information on MEDIAN, please visit: www.mediantechnologies.com : cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww ..
This press release is for information purposes only. According to article 211-3 of the AMF’s General Regulation, this capital increase through a private placement has not given and will not give rise to a prospectus approved by the AMF.
This press release does not constitute and may not be considered as a public offer, a subscription offer or a solicitation of public interest for a public offering of financial securities nor does it constitute an offer to sell or the solicitation of a subscription for, or any offer to buy, any securities in France, The United States or any other jurisdiction.
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