Date: 2015-09-18
Type of information: Company acquisition
Acquired company: NovioGendix (The Netherlands)
Acquiring company: MDxHealth (Belgium)
Amount: $ 8.8 million
Terms: * On September 18, 2015, MDxHealth announced that it succesfully completed the acquisition of all of the shares in NovioGendix. As part of the consideration that was paid for the shares in NovioGendix, the Company issued 1,086,956 new shares at an issue price of € 4.14 representing the average closing price of the Company\'s shares on Euronext Brussels during a period of 30 days ending on September 17, 2015. In conformity with article 15 of the Belgian Act of May 2, 2007 on the publication of significant shareholdings in issuers which shares are admitted to trading on a regulated market, the Company announces that further to the issuance of the new shares, the Company\'s share capital was increased from € 35,097,093.09 to € 35,964,157.89, and its number of issued and outstanding shares was increased from 43,998,490 to 45,085,446 ordinary shares. In addition to the outstanding shares, the total number of existing warrants (whether or not already granted or already vested) on the date of this press release amounts to 2,549,413 warrants which (if exercised) would entitle their holders to 2,678,565 shares with voting rights. * On September 15, 2015, MDxHealth announced that it has entered into an agreement to acquire NovioGendix, a privately-held molecular diagnostics company focused on the development of a non-invasive liquid biopsy test for prostate cancer. Under the terms of the agreement, MDxHealth will purchase all outstanding shares of NovioGendix Holding B.V. in a combined share and cash transaction for an aggregate purchase price of $8.8 million (or €7.75 million)[1], of which $5.1 (or €4.5 million1) shall be payable in new MDxHealth shares, $283,345 (or €250,0001) in cash, and up to an additional $3.3 (or €3.0 million1) in cash shall, subject to meeting certain milestones, be payable in six milestone payments. In addition, MDxHealth will grant NovioGendix a bridge loan of $680,000 (or €0.6 million1) to repay outstanding debts of NovioGendix. The new shares issuable as consideration for the acquisition shall be issued at an issue price that will be equal to the average trading price of the shares of MDxHealth during a 30 day period prior to completion of the transaction. All of the new shares will be subject to a 90 day lock-up, and in addition a portion of the new shares shall remain subject to a lock-up of 18 months (which in certain circumstances could be reduced or extended). The new shares will have the same rights and benefits as, and rank pari passu in all respects with, the existing and outstanding shares of MDxHealth at the moment of their issuance and will be entitled to distributions in respect of which the relevant record date or due date falls on or after the date of issue of the new shares. The completion of the acquisition is contemplated to occur on or about September 18, 2015. Following the completion, MDxHealth will propose appointing Prof. Dr. Jack A. Schalken to its board as an independent director. Dr. Schalken has an appointment as professor of experimental urology at Radboud University Nijmegen Medical Center, The Netherlands. He did his postdoctoral fellowship at Johns Hopkins Hospital (Baltimore, MD). He has served or is serving as board and/or committee member with several professional organizations such as ESUR, SBUR, EAU, ASCO and ESMO. Dr. Schalken has published more than 340 publications, 74 book chapters, edited 10 books/special journal issues and is named as an inventor on 20 patent applications. MDxHealth anticipates the acquisition will add approximately $0.5 million in 2015 operating expenses, excluding acquisition related expenses. MDxHealth expects to record charges for cash and non-cash acquisition-related costs in connection with the transaction. The full extent of these charges will not be determined under the rules of purchase accounting until valuation has been completed. In addition, transaction-related professional fees shall be expensed as incurred. Baker & McKenzie acted as exclusive legal advisor to MDxHealth and AKD served as outside counsel to the shareholders of NovioGendix.
Details: NovioGendix, based in Nijmegen (The Netherlands), is a molecular diagnostic company providing an integrated approach in developing advanced and clinically useful molecular diagnostic assays for uro-oncological practice. NovioGendix has a range of diagnostic tests for prostate, bladder, kidney and other urologic cancers in various stages of development. Commencing activities in 2008 as a Radboud University Medical Center (Radboudumc) spin-off company, NovioGendix has a standing cooperation with various Radboudumc departments. The main shareholders of NovioGendix include BioGeneration Ventures, and Participatiemaatschappij Oost Nederland. The acquisition gives MDxHealth access to a validated, non-invasive liquid biopsy test for prostate cancer in the US and EU. This mRNA biomarker test can also help identify men at increased risk of high-grade disease who may benefit most from a prostate biopsy procedure. NovioGendix\'s test is CE-marked, and has been validated to run on several PCR instruments, opening the opportunity for the sale of reagent kits. MDxHealth plans to launch this new urine test as SelectMDx for Prostate Cancer™ on the US market in 2016 as a laboratory developed test. The test is CE-marked. It will be launched on the European market in 2016. MDxHealth will continue the scientific collaboration established between NovioGendix and the Radboud University Medical Center in Nijmegen, The Netherlands. Since its founding in 2007, co-founders Dr. Jack A. Schalken and Dr. Willem Melchers and the NovioGendix team have capitalized on the experience gained in the development and commercialization of the PCA3 gene test for prostate cancer, a urine test which was discovered at the Department of Urology at Radboud University Medical Center, but has several drawbacks.
Related: Diagnostic Cancer - Oncology
