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Publish Date : 26-Aug-2014

MEDIAN Technologies, a leading medical imaging solutions and service provider for image interpretation and management in oncology clinical trials, cancer screening programs and routine practice in oncology, announced that it has obtained commitments from thirteen non-affiliated and affiliated institutional investors to purchase approximately €20.0 million of its common stock in a capital increase without preferential subscription right reserved to institutional investors led by New Enterprise Associates (NEA) pursuant to article L. 225-138 of the French commercial Code. MEDIAN Technologies has entered into a Subscription Agreement with each of the investors pursuant to which MEDIAN Technologies will sell an aggregate of 2,222,222 units at a price of €9.00. Each unit is composed of one share of common stock and one warrant. The new shares will be fungible with MEDIAN's outstanding ?shares and, upon closing, will represent 36.83% of the share capital of MEDIAN Technologies and will correspond to a dilution of 26.91% for the existing shareholders.

Two warrants shall give the right to subscribe to one share of common stock from the issuance date until the seventh anniversary of their issuance date. The warrants shall be exercisable at €9.00 per full share of common stock. Warrants shall not be listed on the Alternext Market. If all warrants are exercised, the company would receive an additional €10.0 million of proceeds. The subscription undertakings of each of the investors are subject to customary closing conditions for this type of transaction, particularly obtaining the approval of the Extraordinary Shareholders' Meeting of MEDIAN Technologies.

Pursuant to the aforementioned Subscription Agreements, MEDIAN Technologies notably undertakes to authorize and carry out all the operations in relation with the possible listing of the MEDIAN Technologies’ shares on the NYSE or Nasdaq regulated market or, failing that, the transfer of the listing of the shares to Euronext Paris. The financing will be subject to shareholders' approval during the next Extraordinary Shareholders' Meeting on September 29th 2014. Founding shareholders as well as major shareholders of MEDIAN Technologies strongly support this transaction, and in this regard, more than two thirds of the current shareholders have already agreed to vote in favour of the resolutions related to this financing to be presented at this Extraordinary Shareholders' Meeting.

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