EOS imaging Completes €15M Capital Raise Entirely Subscribed by Fosun Pharmaceutical AG
EOS imaging (Euronext, FR0011191766 - EOSI - Eligible PEA - PME) (Paris:EOSI) ("EOS imaging" or the "Company"), the pioneer of 2D/3D imaging and data solutions for orthopedics, previously announced in a press release dated July 17th, 2018 having entered into a binding agreement (the "Subscription Agreement") with Fosun Pharmaceutical AG, an indirect subsidiary of Shanghai Fosun Pharmaceutical (Group) Co., Ltd. (Fosun Pharma, stock code: 600196.SH, 02196.HK) ("Fosun") related to an equity investment to be made by Fosun Pharmaceutical AG through an issuance of EOS imaging new shares (the "Share Capital Increase").
The completion of this investment was notably subject to the obtention of Chinese regulatory authorizations and to the visa of the French financial markets authority (“AMF”) on the prospectus related to the Share Capital Increase.
EOS imaging received the required Chinese regulatory authorizations and announces today having received the visa of the AMF number 18-551 on the prospectus relating to the Share Capital Increase.
EOS imaging's Chief Executive Officer, Marie Meynadier, using the delegation granted by a decision of the Board of Directors on July 16th, 2018 (acting on the basis of the delegations and powers granted by the 20th resolution of the shareholders combined general meeting dated May 18th, 2018), has in consequence decided to implement the Share Capital Increase for an amount of €15.1 million, through the issuance of 3,446,649 new shares (the “New Shares”) at a subscription price of €4.37 per share.
The purpose of the Share Capital Increase is to help make EOS imaging technology available to the largest number of patients worldwide.
Marie Meynadier, CEO of EOS imaging, declared: "We are delighted with Fosun's support and entry in EOS imaging’s capital. It complements our strong historical base in Europe and our growing presence in North America, and is part of our global strategy to develop the Company's presence in its three most significant markets."
Following the settlement-delivery of the Share Capital Increase, which is expected to occur on December 11th, 2018, EOS imaging's share capital will amount €261.3 thousand divided into 26,130,407 shares. The New Shares will be assimilated to the existing shares of EOS imaging and will be admitted to trading on the regulated market of Euronext Paris under ISIN FR0011191766 – EOSI.
Fosun will own approximately 13.2% of the share capital and voting rights of EOS imaging (on a non-diluted basis and taking into account the share capital and voting rights of the Company as of the date of this press release) and will in consequence become the largest shareholder of EOS imaging.
As an example, a shareholder holding 1.0% of the share capital of the Company prior to the completion of the Share Capital Increase will hold 0.87% after such issuance (calculated on a non-diluted basis and taking into account the share capital and voting rights of the Company as of the date of this press release).
Use of proceeds of the issuance
The net proceeds of the Share Capital Increase will provide the Company with additional resources for:
- contribution to commercial expansion through reinforcement of (i) the sales teams and the business initiatives in the markets where EOS imaging has direct access and (ii) the network in the markets penetrated by distribution partners;
- investment in future product improvements and in research and development efforts; and
- financing a change in working capital as the expected growth may require a level of working capital that may not be covered by factoring only.
Undertaking of the Company
Pursuant to the Subscription Agreement and subject to certain exceptions detailed in the securities note (the “Securities Note”) related to the Share Capital Increase, the Company has agreed to offer Fosun the possibility to subscribe to share capital increases during the period beginning from the date of completion of the Share Capital Increase and continuing until the expiry of a five years period, so long as Fosun owns at least 25.0% of the New Shares, which would be realized without preferential subscription rights.
Pursuant to an amendment to the Subscription Agreement that Fosun and the Company have agreed to enter into before December 31st, 2018, Fosun has agreed not to exercise more than two-third of its voting rights to vote in favor of the resolutions related to such share capital increases and accordingly to exercise at least one-third of its remaining voting rights to vote against the said resolutions. Fosun will not be bound by such undertaking in the event that it waives its right to subscribe to the related share capital increases prior to its vote on the relevant resolutions. Such information will be communicated to the market before such vote.
Availability of the prospectus
A prospectus related to the Share Capital Increase received the visa number 18-551 on December 7th, 2018 from the AMF. This prospectus, which includes the registration document (the “Registration Document”) of the Company filed with the AMF on April 27th, 2018 under number no. D.18-0439, its half-year financial report as of June 30th, 2018 and the Securities Note (including a summary of the prospectus), is available at EOS imaging's headquarters as well as on the websites of EOS imaging and the AMF (www.amf-france.org).
Appendix: summary of the prospectus
The risk factors related to the Share Capital Increase are described in chapter 4 "Risk Factors" of the registration document (the “Registration Document”) and in chapter 2 "Risk Factors" of the Securities Note.
ABOUT EOS imaging
EOS imaging is listed on the Compartiment C of Euronext Paris
ISIN: FR0011191766 – Ticker: EOSI
EOS imaging designs, develops and markets EOS®, a major innovative medical imaging solution dedicated to osteoarticular pathologies and orthopedics combining equipment and services and targeting a $2B per year market opportunity. EOS imaging is currently present in 33 countries, including the United States under FDA agreement, Japan, China and the European Union under CE labelling, through the over 280 installed EOS® platforms representing more than one million patient exams every year. Revenues were €37.1M in 2017, e.g. a +32% CAGR over 2012-2017.
For more information, please visit www.eosimaging.com.
EOS imaging has been selected to integrate the EnterNext © PEA - PME 150 index, composed of 150 French, listed companies on Euronext and Alternext markets in Paris.
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