NEWS RELEASE – REGULATED
INFORMATIONINSIDE
INFORMATIONOCTOBER 2, 2023,
4:00pm ET /
22:00 CET
MDxHealth Announces Proposed Transition
to a Sole Listing of Shares on Nasdaq and Convenes
an Extraordinary General Shareholders Meeting
IRVINE, CA, and HERSTAL,
BELGIUM – October 2, 2023 – MDxHealth SA (NASDAQ/Euronext
Brussels: MDXH) (the "Company" or "mdxhealth"), a commercial-stage
precision diagnostics company, today announces a proposed
transition from a dual listing of the Company's American Depositary
Shares (the "ADSs") on Nasdaq and ordinary shares (the "Shares") on
Euronext Brussels to a sole listing of Shares on Nasdaq (the
"Transaction"), and, in view thereof, invites the holders of
securities issued by the Company to an extraordinary general
shareholders' meeting that will be held on Friday, November 3, 2023
at 3:00 p.m., Belgian time.
Proposed Transaction
The Company's board of directors has determined
it is in the best interest of the Company, its investors and other
stakeholders to consolidate all trading of the Company's securities
on one exchange in the United States. The Transaction involves (1)
a share consolidation with respect to all outstanding Shares by
means of a 1-for-10 reverse stock split (the "Share
Consolidation"), after which ten existing Shares will be
represented by one new Share, and each ADS will represent one new
Share, (2) listing the Shares on Nasdaq, (3) a mandatory exchange
under the Company's ADS facility as a result of which ADS holders
will receive Shares in exchange for their ADSs on the basis of a
ratio of one ADS for one Share (the "Mandatory ADS Exchange"), (4)
a repositioning of the Shares from the Euronext Brussels trading
system to the Nasdaq trading system, and (5), following a
transition period of at least three weeks after the Mandatory ADS
Exchange (the "Transition Period"), the de-listing of the Shares
from listing and trading on Euronext Brussels (the
"De-Listing").
The board of directors is proposing the
Transaction for a number of reasons but primarily because it is
expected that consolidating the trading of the Company’s securities
onto a single exchange will improve trading liquidity and reduce
the administrative and legal costs associated with maintaining a
presence on two exchanges. Upon termination of the ADS facility,
ADSs held in brokerage accounts will be automatically cancelled and
exchanged for Nasdaq-listed Shares without ADS holders having to
take any action. During the Transition Period and following the
Euronext Brussels De-listing, shareholders may reposition their
Shares for trading on Nasdaq after completing a procedure through
their financial intermediary or broker. The Company expects that
many financial intermediaries will use their discretionary rights
(under their terms of service to their clients) to automatically
reposition their clients’ Euronext Brussels-listed Shares on their
behalf. The Company will provide more information regarding the
repositioning of Shares after the Share Consolidation and
De-Listing have been approved by the general shareholders'
meeting.
Michael K. McGarrity, CEO of mdxhealth,
commented: "A key priority for us has been to create a
more attractive and efficient trading mechanism for our global
investors and stakeholders and to support increasing interest from
new investors, while reducing our operating costs. We believe the
transition to trade exclusively on the Nasdaq accomplishes this
objective. This is an exciting time for mdxhealth, and we look
forward to expanding our shareholder base as we continue to execute
and drive growth as a leading precision diagnostics company."
For further information and details regarding
the proposed Transaction, reference is made to the dedicated web
page which can be found on the Company's website, which contains
(among other things) (i) a Special Report describing the proposals
that will be submitted to the Company's extraordinary general
shareholders' meeting, (ii) a letter from the chair of the board of
directors summarizing the Transaction, and (iii) frequently asked
questions (FAQs) providing context and technical details with
respect to the Transaction. This web page and the FAQs will be kept
up-to-date as and when necessary.
Extraordinary Shareholders
Meeting
In order to implement the Transaction, it will
be necessary for the Company’s shareholders to approve the Share
Consolidation and the De-Listing. In view thereof, the board of
directors hereby convenes an extraordinary general shareholders’
meeting to be held on November 3, 2023 at 3:00 p.m., Belgian time,
to seek required shareholder approvals.
The items on the agenda of the extraordinary
general shareholders' meeting include the approval of the proposed
Share Consolidation and De-Listing, as well as a number of
technical amendments to the Company's articles of association that
allow for the De-Listing.
In order to participate in the extraordinary
general shareholders’ meeting of the Company, the holders of
securities issued by the Company must comply with article 7:134,
§2, first indent of the Belgian Companies and Associations Code and
the articles of association of the Company, and fulfill the
formalities described in the convening notice. The convening
notice, forms and other documents relating to the extraordinary
general shareholders’ meeting can be found on the dedicated web
page which can be found on the Company's website.
The Company recommends holders of its securities
to use e-mail for all communication with the Company regarding the
general shareholders’ meeting. The Company’s email address for such
communication is: agsm@mdxhealth.com.
Update of the 2023 Reporting Calendar
The Company plans to pre-release its third
quarter revenues and cash figures in light of the pendency of the
proposed Transaction. In view thereof, the updated financial
calendar for 2023 shall be as follows:
- October 9, 2023: Preliminary Q3-2023 business update
- November 8, 2023: Q3-2023 business update
About mdxhealth®
Mdxhealth is a commercial-stage precision
diagnostics company that provides actionable molecular information
to personalize patient diagnosis and treatment. The Company’s tests
are based on proprietary genomic, epigenetic (methylation) and
other molecular technologies and assist physicians with the
diagnosis and prognosis of urologic cancers and other urologic
diseases. The Company’s U.S. headquarters and laboratory operations
are in Irvine, California, with additional laboratory operations in
Plano, Texas. European headquarters are in Herstal, Belgium, with
laboratory operations in Nijmegen, The Netherlands. For more
information, visit mdxhealth.com and follow us on social
media
at:twitter.com/mdxhealth, facebook.com/mdxhealth and linkedin.com/company/mdxhealth.
For more information:
mdxhealth info@mdxhealth.com |
|
LifeSci Advisors (IR & PR)US:
+1 949 271 9223ir@mdxhealth.com |
|
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, all
of which involve certain risks and uncertainties. These statements
are often, but are not always, made through the use of words or
phrases such as “potential,” “expect,” “will,” “goal,” “next,”
“potential,” “aim,” “explore,” “forward,” “future,” and “believes”
as well as similar expressions. Forward-looking statements
contained in this release include, but are not limited to,
statements regarding timing and benefits of the proposed transition
from a dual listing of shares on Euronext Brussels and ADSs on
Nasdaq to a sole listing of shares on Nasdaq; including statements
regarding the anticipated impacts on the trading market for
MDxHealth’s securities and operating costs; statements regarding
expected future operating results; statements regarding product
development efforts; and statements regarding our strategies,
positioning, resources, capabilities and expectations for future
events or performance. 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. Examples of
forward-looking statements include, among others, statements we
make regarding expected future operating results, product
development efforts, our strategies, positioning, resources,
capabilities and expectations for future events or performance.
Important factors that could cause actual results, conditions and
events to differ materially from those indicated in the
forward-looking statements include, among others, the following:
uncertainties associated with the coronavirus (COVID-19) pandemic,
including its possible effects on our operations, and the demand
for our products; our ability to successfully and profitably market
our products; the acceptance of our products and services by
healthcare providers; the willingness of health insurance companies
and other payers to cover our products and services and adequately
reimburse us for such products and services; our ability to obtain
and maintain regulatory approvals and comply with applicable
regulations; the possibility that the anticipated benefits from our
business acquisitions like our acquisition of the Oncotype DX® GPS
prostate cancer business will not be realized in full or at all or
may take longer to realize than expected; and the amount and nature
of competition for our products and services. Other important risks
and uncertainties are described in the Risk Factors sections of our
most recent Annual Report on Form 20-F and in our other reports
filed with the Securities and Exchange Commission. 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 or invitation for the sale or purchase of
securities or assets of MDxHealth in any jurisdiction. No
securities of MDxHealth may be offered or sold within the United
States without registration under the U.S. Securities Act of 1933,
as amended, or in compliance with an exemption therefrom, and in
accordance with any applicable U.S. securities laws.
NOTE: The mdxhealth logo,
mdxhealth, Confirm mdx, Select mdx, Resolve mdx, Genomic Prostate
Score, GPS and Monitor mdx are trademarks or registered trademarks
of MDxHealth SA. All other trademarks and service marks are the
property of their respective owners.
- Press release 02Oct23 (EN) FINAL2
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