MEDIAN Technologies has announced that it has obtained commitments from seven foreign institutional investors led by Abingworth, to subscribe to the new financing. Four of the participants in the transaction are existing shareholders in the Company. The financing amounts to approximately €19.8 million in a private placement with institutional investors from the sale of 1,650,000 shares of its common stock at a price of €12.00 per share, with a share premium of €11.95.
On July 2nd, 2015, MEDIAN Technologies' Board used the authorization granted by the Extraordinary Shareholders' Meeting dated 18 June 2015 allowing the Board of Directors to issue shares of the Company without preferential rights in the context of offering referred to in Article L. 411-2, II of the French financial and monetary Code (resolution n°20). The capital increase is expected to be completed on or before, and in any event no later than July 15th, 2015.
The newly issued shares will be added to the 8,256,671 MEDIAN Technologies' currently outstanding shares, and will represent 19.97% of the share capital of MEDIAN Technologies, reflecting a dilution of 16.65% for the existing shareholders.
MEDIAN Technologies has entered into a Subscription Agreement with each of the investors. MEDIAN Technologies has undertaken this capital increase and the capital increase completed on 29 September 2014 in anticipation of the possible listing of the MEDIAN Technologies' shares on the New York Stock Exchange or Nasdaq or alternatively the transfer of the listing of the shares to Euronext Paris.
In this context, the Registration Rights Agreement concluded in 2014 with the previous investors has been amended and restated, in particular to include investors from both the 2014 and 2015 private placements. This amended and restated agreement has substantially the same provisions as the Registration Right Agreement signed in 2014.
In light of the role of Abingworth as lead investor, the members of the Board of Directors have undertaken to appoint a representative of Abingworth as member of the Board. In addition, each member of the Board of Directors and shareholders holding a majority of the Company's shares have entered into a Voting Agreement to vote in favor of the election of Abingworth's nominee at the next General Shareholders' Meeting of the Company.
This agreement will be effective for as long as Abingworth owns 5% of the share capital of MEDIAN Technologies. Subject to applicable laws and regulations, the members of the Board of Directors and these shareholders have also committed to use their best efforts to offer Abingworth the opportunity to participate pro rata in future reserved equity offerings of the Company until 2 July 2017, and to participate in a registered initial public offering of all or part of the Company's Shares in the United States.
Closing of this transaction is subject to successful completion of payments and delivery of the shares.
Trading of MEDIAN Technologies shares has been suspended until final completion of the share capital increase.
"We are delighted to be investing in this innovative French company," said Dr Stephen Bunting, Managing Partner at Abingworth. "Image analysis, particularly in oncology, is an increasingly important area of medicine. MEDIAN Technologies' approach will make a major contribution to patient treatment as well as to the development of novel therapies."
"Since our last capital increase on 29 September 2014, we are experiencing a very strong acceleration of our commercial development internationally. Our offer aimed at major global pharmaceutical companies is also attracting a growing number of biotechnology companies. This capital increase demonstrates the strong confidence of prestigious funds, such as Abingworth, NEA and Omega Funds in MEDIAN Technologies' growth potential for the coming years. Our international development will be, first from the extension of our current offer, focused on oncology to other therapeutic areas and second from targeting biotechnology companies, which represent an extraordinary opportunity for MEDIAN Technologies," said Fredrik Brag, CEO of MEDIAN Technologies. "We are also very proud to have attracted the interest and trust of other major funds, including Longwood Capital Partners, Polar Capital and HBM Healthcare AG which have decided to become new shareholders of MEDIAN Technologies."