- Launch of a capital increase through a private placement via an accelerated book-building for an amount of approximately 20 million euros.
Regulatory News:
NOT FOR DISTRIBUTION IN THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA AND JAPAN
This press release does not constitute and cannot be considered to constitute a public offering, an offer for subscription, an offer for sale or a solicitation of interest with a view to making a public offering of securities in any country whatsoever.
Median Technologies (Paris:ALMDT) (Euronext Growth ALMDT) announced today the launch of a capital increase through a private placement via an accelerated book-building, according to article L.411-2, 1° of the French Monetary and Financial Code for an amount of approximately 20 million euros. In the event of exceeding demand from investors in the context of the private placement, Median Technologies reserves the right to increase the amount raised, within the limit of 20% of the share capital.
This fundraising is intended to enable the Company to finance its activities and to fulfill its obligation related to the contractual commitments with the European Investment Bank (EIB).
The net proceeds from the capital increase are intended primarily to contribute towards financing the development of the iBiopsy Company's activity, specifically the clinical validations on lung cancer, primary liver cancer, and NASH indications, as well as aspects related to regulatory and marketing strategies. The funds can also be used for any project which would accelerate Median's growth.
The operation consists in a private placement, in accordance with articles L.225-136 of the French Commercial Code and L.411-2, 1° of the French Monetary and Financial Code, and will be carried out with a waiver of preferential subscription rights. In accordance with the 19th resolution of the General Shareholders' Meeting dated June 19, 2020, the number of new shares will be limited to a maximum of 20% of the Company's share capital and the issue price for the new shares will be set in accordance with said resolution.
The offering is reserved, in Europe (including in France), to "qualified investors", as that term is defined in Article 2(e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017, and, in the United States, to "Qualified Institutional Buyers" within the meaning of Rule 144A under the U.S. Securities Act of 1933 (the "Securities Act") or "Institutional Accredited Investors" within the meaning of Regulation D under the Securities Act, in reliance on an exemption from registration provided in the Securities Act.
The private placement will be carried out via an accelerated book-build, following which the number and price of the new shares issued will be determined.
The accelerated book-building is starting immediately and is expected to end before the start of trading on March 25, 2021
Median Technologies will announce the results of the private placement as soon as possible following the closing of the order book in a press release, which will specifically indicate the final number of new shares issued and the issue price.
Settlement-delivery for the new shares issued in connection with the capital increase is expected to occur within 3 business days from the closing of the capital increase.
TP ICAP (Europe) SA et Gilbert Dupont are acting as Global Coordinators, Lead Managers and Book Runners for the private placement.
Disclaimer
The above transaction will be carried out exclusively as part of a private placement, in accordance with article L.411-2 of the French Monetary and Financial Code and the applicable regulatory provisions. It does not constitute a public offering within the meaning of article L.411-1 of the French Monetary and Financial Code. Consequently, no prospectus has been or will be published or approved by the Autorité des Marchés Financiers (French Financial Markets Authority) ("AMF").
Median Technologies ("the Company") would like to draw readers' attention to:
The fact that, in accordance with article L.411-2 of the French Monetary and Financial Code and article 1.5 of European Parliament and Council Regulation (EU) 2017/1129 of June 14, 2017, the operation will not be the subject of a prospectus receiving a visa from the AMF.
The risk factors presented in the Annual Financial Report for the financial year ended on December 31, 2019 and Half-year financial Report on June 30, 2020; if all or part of these risks were to occur, this could have an adverse impact on Median Technologies' business, financial position and results or its ability to achieve its objectives.
The following main specific risks for the capital increase:
- The market price of the Company's shares could fluctuate and fall below the subscription price for the new shares;
- As a result of stock market fluctuations, the volatility and liquidity of the Company's shares could vary significantly;
- Company shares could be sold on the secondary market following the capital increase, and this could have an adverse impact on the Company's share price;
- With regard to the use of the proceeds from the issue with this capital increase, the Company has a certain level of leeway regarding the use of the funds raised and could use them in a way that the shareholders might not support or that might not increase the value of their investment in the short-term;
- If the Company makes new securities issues, after the capital increase has been carried out, this would result in additional dilution for investors.
Detailed information concerning Median technologies, and specifically its business, its results and the risk factors that it is exposed to, is provided in the Annual Financial Report for the financial year ended on December 31, 2019 published in 2020, in the Half-year financial Report on June 30, 2020 and in the management report presented to the Shareholders' General Meeting dated June 19, 2020. These documents can be consulted, along with the other regulatory disclosures and all the press releases, on the Company's website (www.mediantechnologies.com).
This press release is intended exclusively for information. This press release does not constitute and cannot be considered to constitute a public offering, an offer for subscription, an offer for sale or a solicitation of interest with a view to making a public offering of securities in any country whatsoever.
Securities can only be offered or sold in the United States of America after registration in accordance with the Securities Act, except pursuant to an exemption from the registration requirement. The Company's securities subject to this press release have not been and will not be registered under the Securities Act, and the Company does not intend to make a public offering of the securities subject to this press release in the United States of America.
The publication or distribution of this press release in certain countries may be prohibited under applicable laws. The information contained in this press release does not constitute an offer of securities in France, the United States of America, Canada, Australia or Japan or any other country. This press release is not intended to be published, released or distributed, directly or indirectly, in the United States of America, Canada, Australia or Japan. This document does not constitute an offer for sale or a public offering for Median Technologies shares in the United States of America or any other country.
About Median Technologies:Median Technologies provides innovative imaging solutions and services to advance healthcare for everyone. We leverage the power of Imaging Phenomics to provide insights into novel therapies and treatment strategies. Our unique solutions for medical image analysis and management in oncology trials and iBiopsy for imaging phenotyping, together with our global team of experts, are advancing the development of new drugs and diagnostic tools to monitor disease and assess response to therapy. Median Technologies supports biopharmaceutical sponsors and healthcare professionals around the world to quickly and precisely bring new treatments to patients in need. This is how we are helping to create a healthier world.
Founded in 2002, based in Sophia-Antipolis, France, with a subsidiary in the US and another one in Shanghai, Median has received the label "Innovative company" by BPIfrance and is listed on Euronext Growth market (ISIN: FR0011049824, ticker: ALMDT). Median is eligible for the French SME equity savings plan scheme (PEA-PME), is listed on the Enternext PEA-PME 150 index. The company has been awarded the Euronext European Rising Tech label (2020). For more information: www.mediantechnologies.com
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Contacts:
Median Technologies
Emmanuelle Leygues
Head of Corporate and Marketing Communications
+33 6 10 93 58 88
emmanuelle.leygues@mediantechnologies.com
Press ALIZE RP
Caroline Carmagnol
+33 6 64 18 99 59
median@alizerp.com
Investors ACTIFIN
Ghislaine Gasparetto
+33 1 56 88 11 11
ggasparetto@actifin.fr
