Press release Regulated information – Inside information
IRVINE, CA, and HERSTAL, BELGIUM – 27 April 2020 – MDxHealth SA (Euronext Brussels: MDXH) (the “Company” or “MDxHealth“) a commercial-stage innovative molecular diagnostics company, announces today that it entered into a subscription agreement with MVM V LP and MVM GP (No.5) LP, funds managed by MVM Partners LLP (collectively “MVM“), pursuant to which MVM has agreed to provide an equity investment to the Company for an aggregate amount of EUR 12,738,632.94 (or approximately $14 Million).
The equity investment will consist of a subscription of 20,162,924 new ordinary shares of the Company at an issue price of EUR 0.632 per share, representing a 5% discount to the 45-day volume weighted average price. As a result of the transaction, MVM will become a 22% shareholder of the Company. The transaction is subject to limited customary conditions precedent and is expected to close on or about 15 May 2020.
The net proceeds of the capital increase will be used to support the Company’s growth strategy, as well as for general corporate purposes.
As part of the equity investment, MVM will be entitled to have one observer at the board of directors of the Company as from today and, subject to completion of the transaction, for as long as MVM will hold in aggregate 5% of the Company’s outstanding shares. In addition, the Company agreed that it will propose to the Company’s general shareholders’ meeting to appoint Eric Bednarski, PhD, as director of the Company. Kyle Dempsey, MD, shall be an observer to the board.
Michael McGarrity, CEO of MDxHealth, commented: “We are very excited to have this infusion of growth capital into MDxHealth. MVM represents the highest quality of healthcare investors. This investment marks a validation milestone for the Company and signals recognition of our value proposition in both the European and U.S. markets. On behalf of MDxHealth, we would like to welcome Eric Bednarski and MVM to our team and look forward to building value for all our stakeholders including patients, customers, employees and shareholders.”
Eric Bednarski, Partner of MVM, commented: “Prostate cancer continues to be the second leading cause of cancer death among men and there remains a great need to improve diagnosis and treatment. MDxHealth is a rare example of a company with strong leadership and best-in-class diagnostic tests which provide meaningful and necessary information to better inform physicians and patients. We are excited to partner with MDxHealth and are pleased that this funding will provide support for the growth of its ConfirmMDx and SelectMDx tests.”
Koen Hoffman, Chairman of the Board of Directors of MDxHealth commented: “On behalf of the Board of Directors, I would like to welcome Eric Bednarski and the MVM team as partners to MDxHealth. We have been very impressed with their diligence and professionalism, and we believe they bring a deep understanding of our business and will complement our Board and Management team as we build value in MDxHealth.”
The new shares to be issued will have the same rights and benefits as, and rank pari passu in all respects with, the existing and outstanding shares of the Company 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 Company shall apply to Euronext Brussels for the admission to trading of the new shares as soon as practicable, and in any event within 90 days after their issuance.
About MDxHealth® MDxHealth is a multinational healthcare company that provides actionable molecular diagnostic information to personalize the diagnosis and treatment of cancer. The Company’s tests are based on proprietary genetic, epigenetic (methylation) and other molecular technologies and assist physicians with the diagnosis of urologic cancers, prognosis of recurrence risk, and prediction of response to a specific therapy. The Company’s European headquarters are in Herstal, Belgium, with laboratory operations in Nijmegen, The Netherlands, and US headquarters and laboratory operations based in Irvine, California. For more information, visit mdxhealth.com and follow us on social media at: twitter.com/mdxhealth, facebook.com/mdxhealth and linkedin.com/company/mdxhealth.
About MVM MVM has been investing in innovative, high growth healthcare businesses since 1997. MVM has a broad, global, investment remit investing in medical technology, diagnostics, and pharmaceuticals in private deals and quoted companies. In aggregate, MVM has raised investment vehicles totaling over $1 billion which are managed from offices in Boston and London.
The MDxHealth logo, MDxHealth, ConfirmMDx and SelectMDx are trademarks or registered trademarks of MDxHealth SA. All other trademarks and service marks are the property of their respective owners.
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. 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. 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. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended from time to time (the “U.S. Securities Act”), and the securities may not be offered or sold in the United States (as defined in Regulation S under the U.S. Securities Act) unless these securities are registered under the U.S. Securities Act, or an exemption from the registration requirements of the U.S. Securities Act is available. The Company and its affiliates have not registered, and do not intend to register, any portion of the securities concerned in the United States, and do not intend to conduct a public offering of securities in the United States.
Foreign Investment Review – A Warning In The Time Of COVID-19
06 June 2020
Lawson Lundell LLP
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The Canadian government, concerned about the impact of COVID-19 on corporate valuations, has issued guidance that it will pay particular attention to foreign direct investments of any value (meaning, even investments that are not subject to review under the Investment Canada Act (the “ICA”)). The government’s announcement does not amend the ICA, nor any thresholds for review. But it does issue a warning that the government intends to use the tools it has to review investments, including the national security review provisions under the ICA.
While the enhanced scrutiny is to apply to any acquisition of an interest in a Canadian business involved in public health or the supply of critical goods and services to Canadians or to the Government of Canada, all foreign investments by state-owned investors, regardless of value, or private investors assessed as being closed tied to or subject to direction from foreign governments, are also considered targets for such review.
One can expect that Canadian companies involved in manufacturing needed supplies to address COVID-19 healthcare requirements (for example manufacturers of personal protective equipment), or companies involved in vaccine research or other health technology would be of particular concern. As to critical goods and services, we can look to the Government’s own Guidance on Essential Services and Functions in Canada during the COVID-19 pandemic for assistance. In that guidance, the Government cites energy and utilities, information and communication technologies, finance, health, food, water, transportation, safety and manufacturing.
The first real test, however, of the Government’s application of its enhanced review will be a gold miner, TMAC Resources Inc., which operates the Doris gold mine in Nunavut’s Hope Bay. In a deal announced two weeks ago, China’s Shangdong Gold Mining Co. Ltd. will pay just over C$207 million for TMAC, which has been struggling financially. TMAC is listed on the Toronto Stock Exchange and has lost significant value since its IPO. Control and the majority equity interest in Shandong is owned by the Chinese Government. Whether Shandong can establish that the acquisition is of net benefit to Canada, and particularly so with such declared enhanced scrutiny, remains to be seen. There has been certain concern expressed by the security community in Canada about Beijing’s control over critical metals and minerals. Gold is, in volatile financial circumstances, a safe haven investment.
As a general caution, foreign buyers should consider the guidance from the Canadian government on the ICA. Foreign investment is still recognized as beneficial with a compelling case for the transaction. But at the least, potential acquirors should be alive to the potential for a greater degree of review, and should consider the time-frame for review and when to submit an application for review, including a pre-closing notification under the ICA.
Originally published May 25, 2020
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
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As a military couple, Mark and Meredith have relocated seven times in the past 10 years, so they’re looking forward to moving back to their original home – now rented out – when they eventually retire.
Mark, an officer with the Canadian Armed Forces, is age 44 and earns about $142,400 a year. Meredith, an employee at the Department of National Defence, is 47 and earns $72,660 a year. Her income has suffered from long spells in places where no work was available. They have a 12-year-old daughter, two houses and substantial mortgage debt.
Mind you, they’ll be well-fixed when they retire from the military. At the age of 55 Mark will be entitled to a defined benefit pension, indexed to inflation, of $116,000 a year plus a bridge benefit of $12,838 to the age of 65. From 65 on, he will get $134,623 a year.
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At 58, Meredith will also be entitled to a DB plan: $35,427 a year plus a bridge benefit of $988 until she’s 65. After that, she will get $39,315 a year.
First, though, they want to pay off their mortgages. They’re not sure which one to tackle first or whether they would be better off investing their surplus funds. “My husband thinks that it would be better to invest extra dollars [in financial markets] because our mortgage interest rates are low,” Meredith writes in an e-mail.
We asked Robyn Thompson, president of Castlemark Wealth Management Inc. in Toronto, to look at Mark and Meredith’s situation. Ms. Thompson is also a certified financial planner.
What the expert says
Mark and Meredith have $2,715 a month in surplus cash flow that they can use for debt repayment, investing, or increased lifestyle spending, Ms. Thompson says. They are using $1,000 of this to make prepayments to the mortgage on their original family home, now rented out.
In addition to their two properties, they have investment assets in their various accounts totalling $305,515, with 60-per-cent equity, 30-per-cent fixed income and 10-per-cent cash. Both have unused RRSP room that they are carrying forward to reduce taxes payable on their retiring allowances (a taxable, one-time payment on retirement in addition to their pensions) – $80,000 for him and $25,000 for her.
The couple would like to retire at the age of 55 with an annual after-tax income stream of $72,000 in today’s dollars (or $106,234 at retirement, indexed at 2 per cent), the planner says. When they do, they plan to move back to their original house and rent out their current residence.
Complicating matters is the fact that they have, at different times, declared one property or the other as their principal residence, Ms. Thompson says. “This will create a taxable capital gain on the property that is eventually sold,” she notes.
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For example, renting out part or all of a principal residence changes its use to an income-earning property. So capital-gains tax may apply for the period during which the property was used to earn income. Mark and Meredith would still be able to claim the principal residence exemption for the period in which they used the house as their primary residence.
“It is therefore critically important for Mark and Meredith to keep detailed records of when and how each property was used along with receipts for any improvements made, no matter how minor,” Ms. Thompson says.
Given their substantial income and relatively modest living expenses, Mark and Meredith will be able to achieve their short- and long-term financial goals, the planner says. “They have some catching up to do with their tax-free savings account contributions and prepayments toward the mortgage, but they are in a rock-solid financial position,” she adds.
The couple’s investments have done well, delivering an annualized rate of return of 8 per cent going back to 2013, Ms. Thompson says. The value of their portfolio shrank somewhat in early 2020 as a result of the stock-market meltdown triggered by the COVID-19 pandemic, the planner says. “But they have a long time horizon and view the market downturn as a short-term event.”
Their portfolio consists mainly of Canadian and U.S. large-cap, blue-chip stocks, exchange-traded funds and a small mutual-fund allocation. They use an investment adviser to whom they pay 1.65 per cent a year. The adviser does not provide planning or tax services.
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The registered education savings plan for their daughter is allocated 50 per cent to fixed income and 50 per cent to equities. Using a 4.5 per cent expected rate of return and a 2 per cent inflation rate, at their current contribution rate the RESP will grow to $73,028 by the time their daughter starts university at the age of 18.
Now for the mortgages. Mark and Meredith are paying 1.95 per cent interest on the $468,560 mortgage on their original home (rented out for $36,000 a year). Their current mortgage payment on the original house is $40,685 annually. In addition, they are making an extra payment of $1,000 a month, or $12,000 a year.
When the mortgage comes up for renewal next year, the interest rate could well be higher, the planner says. She assumes a 2.39 per cent interest rate at renewal. Instead of paying $1,000 a month, they could cut their prepayment to $500 monthly and redirect the surplus cash flow of $6,000 a year to their tax-free savings accounts, where they have unused contribution room. There the investments are forecast to grow tax-free with an expected real rate of return of 4.5 per cent annually, the planner says. “They will still have the property paid off by [Mark’s] age 55.”
As for the house they are living in now, they plan to rent it out for $2,000 a month after they retire. Rather than paying off the $215,000 mortgage, the planner recommends they continue with it, deducting the mortgage interest along with the other expenses. They could use the net cash flow first to contribute to their TFSAs and then invest any surplus in a non-registered, balanced portfolio.
“Meredith’s first inclination is to pay off the mortgage as fast as possible,” Ms. Thompson says. “This is not always the best option in a low-interest rate environment.” For Mark and Meredith, using cash flow to maximize TFSA contributions makes more sense at this point, the planner says. “With a properly diversified, balanced portfolio, the after-tax compounded annualized rate of return on their investments inside the TFSA is likely to exceed the compound interest payable on their mortgage.”
At Mark’s age 56, the first full year they are both retired, Mark and Meredith will have after-tax income of $169,160 a year. After-tax lifestyle needs and the mortgage payment on the rental will total $120,408 a year, giving them plenty of room to expand their goals if they choose to.
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The people: Mark, 44, Meredith, 47, and their daughter, 12
The problem: Should they invest their surplus or pay off their mortgages?
The plan: Catch up on their TFSAs first. Lower the extra payments on their original house and invest the difference. Leave the mortgage on the second house when they retire.
The payoff: Making the best use of their money.
Monthly net income: $16,160 (includes gross rental income).
Assets: Cash $7,000; emergency fund $20,000; her TFSA $52,300; his TFSA $30,815; her RRSP $96,905; his RRSP $80,375; RESP $38,120; residence $450,000; rental $750,000; estimated present value of his DB pension plan $2.36-million; estim. PV of her DB plan $863,000. Total: $4.7-million
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Monthly outlays (both properties): Mortgages $4,570; property taxes $990; water, sewer, garbage $115; home insurance $150; electricity, heat $215; maintenance $895; garden $100; transportation $780; groceries $800; clothing $180; gifts, charity $315; vacation, travel $1,250; other discretionary $30; dining, drinks, entertainment $700; personal care $30; club membership $15; pets $15; sports, hobbies $120; other personal $450; health care $25; disability insurance $370; phones, TV, internet $130; RESP $200; TFSAs $1,000. Total: $13,445
QUEBEC — Premier François Legault has not ruled out another government bailout of struggling Bombardier Inc., which announced Friday it plans to eliminate 2,500 jobs because a slump in demand for business jets.
But Legault said if his government did proceed, it would not make the same “mistakes” of the former Liberal government, which chose to invest in the C-Series program and not Bombardier in general.
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He said he also would obtain guarantees on the preservation of jobs, the head office and make sure the company’s executives not pay themselves fat salaries and bonuses.
The former Liberal government of Philippe Couillard invested $1.3 billion in Bombardier’s C-series program, which was later sold to Airbus. Quebec still holds its shares in the firm, which were valued at $700 million in the last provincial budget.
Legault Friday seemed to suggest in his remarks that the money is lost.
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