April 21, 2014

Monday Deal Review - April 21, 2014


Welcome to your Monday Biotech Deal Review for April 21st, 2014!

This week saw Bioniche close the sale of their animal health division to Vetoquinol, in addition to Welichem being made aware of a takeover bid by LJ Resources. Knight Therapeutics was receipted on its final prospectuses that qualified its previously issued special warrants to be exchanged automatically for free trading common shares and Knight has also graduated to the senior exchange on TSX and will be, as a result, de-listing from the TSX-V. We also saw Neovasc file a mixed securities shelf prospectus for up to $200,000,000 in potential financings over the next 25 months, along with it announcing it is seeking a listing on NASDAQ. Cynapsus has also closed their offering of $25 million of units. Read onwards for details on these transactions as well as the rest of the week’s major biotech stories.


Vétoquinol (NYSE Euronext Paris: VETO) and Bioniche Life Sciences Inc. (TSX: BNC), jointly announced the closing of the sale of Bioniche’s Animal Health business to Vétoquinol. The two companies announced the signing of a share purchase agreement in February that was subject to the approval of Bioniche shareholders. At a Special Meeting of Shareholders held yesterday, 97.4% of the Shares that were voted were in favour of the transaction. The terms of the share purchase agreement were disclosed on February 27, 2014.

Welichem Biotech Inc. (the “Company”) (TSX-V: WBI) has become aware, through the filing on SEDAR on April 15, 2014 of a take-over bid circular dated April 11, 2014, that LJ Resources Co., Ltd. (“LJ”), is making an unsolicited formal offer to purchase all of the outstanding Common shares of the Company at a price of $0.15 per Common share (the “Offer”). The Company notes the last reported closing price for the Common shares on the TSX Venture Exchange is $0.33. Due to the fact that LJ has owned securities carrying more than 10% of the voting rights attached to all issued and outstanding securities of the Company within the past year, the Offer appears to constitute an “insider bid” under the policies of the TSX Venture Exchange. The Board of Directors of the Company has formed a special committee of independent directors to consider the Offer.

Vivione Biosciences, Inc. (TSX: VBI), through its wholly owned subsidiary, Vivione Biosciences, LLC, announced the signing of a definitive Purchase Agreement for the RAPID B system from CMS Technology, Inc., (“CMS”). In addition to immediate revenue generation, this agreement provides Vivione commercial validation of the RAPID-B system by demonstrating its benefits to the market and opening the door for new joint development and promotional opportunities. The system’s ability to perform real-time validation studies of its products and services avails CMS immediate opportunities to prove their products efficacy.

Intelligent Hospital Systems, Ltd., announced it has been acquired by the Van Humbeck family, Winnipeg natives who have been substantial and longtime investors in the company. The transaction structured as an asset sale closed April 15. The new company, Intelligent Hospital Systems, Inc. (IH Systems), will continue developing industry-leading pharmacy automation technology, including RIVA, the only fully-automated IV compounding system on the market today. The sale is expected to be seamless from an operations standpoint. Customers, employees, vendors and contractors can anticipate business as usual.



Knight Therapeutics Inc. (“Knight”) (TSX-V: GUD) announced that it has received receipts dated April 17, 2014 for its short form prospectuses both dated April 17, 2014 (the “Final Prospectuses”) filed with the securities regulatory authorities in the applicable provinces of Canada with respect to the distribution of an aggregate of 55,728,580 Common Shares (as defined below) issuable pursuant to the exercise of an aggregate of 55,728,580 common share special warrants (the “Special Warrants”). 21,428,580 Special Warrants were issued on March 19, 2014 at a price of $3.50 per Special Warrant pursuant to an underwritten private placement through a syndicate of underwriters led by GMP Securities L.P. (“GMP”) and including Cormark Securities Inc. (“Cormark”) and 34,300,000 Special Warrants were issued on April 10, 2014 at a price of $5.25 per Special Warrant pursuant to an underwritten private placement through a syndicate of underwriters co-led by GMP and Cormark, and including Bloom Burton & Co. as a selling group member. Further, Knight announced today that it has received conditional approval to have the Common Shares listed for trading on the Toronto Stock Exchange. The listing is subject to the fulfillment of customary conditions and Knight expects the Common Shares to begin trading on the Toronto Stock Exchange by the end of April, at which time the Common Shares will be de-listed from the TSX Venture Exchange.

Neovasc Inc. (TSX-V: NVC) (“Neovasc”) announced that it has filed a preliminary short form base shelf prospectus with securities regulatory authorities in Canada and a corresponding shelf registration statement on Form F-10 with the U.S. Securities and Exchange Commission (the “SEC”) under the U.S. Securities Act of 1933, as amended, and the U.S./Canada Multijurisdictional Disclosure System. The base shelf prospectus will allow Neovasc to offer up to U.S.$200,000,000 of common shares, preferred shares, debt securities, subscription receipts, units and warrants from time to time over a 25-month period after Canadian securities regulatory authorities have issued a receipt for the final short form base shelf prospectus. The shelf registration statement filed today with the SEC has not yet become effective. The Company has also applied to list its common shares on the NASDAQ Capital Market (the “Nasdaq”).

Cynapsus Therapeutics Inc. (TSX-V: CTH) (OTCQX: CYNAF) announced that it has completed its previously announced short form prospectus offering (the “Offering”) of units (“Units”) for the maximum aggregate gross proceeds of $25 million (the “Offering”). Pursuant to the Offering, the Company issued an aggregate of 38,461,538 Units (each, a “Unit”, and collectively, the “Units”) at a price of $0.65 per Unit for gross proceeds of $25,000,000. Each Unit consists of one common share (a “Common Share”) in the capital of the Company and one common share purchase warrant (a “Warrant”) of the Company. The Units immediately separated on closing into Common Shares and Warrants. Each Warrant entitles the holder to purchase one Common Share (a “Warrant Share”) at a price equal to $0.81 per Warrant Share for a period of 60 months after the closing of the Offering, except that, subject to certain exceptions, the Warrants will be cancelled if they are not exercised within 30 days after written notice from the Company that the closing price of its Common Shares on the principal stock exchange of the Company has been $1.95 per Common Share or more for 20 consecutive trading days.

Savaria Corporation (“Savaria”) (TSX: SIS) announced that it has completed its previously-announced “bought deal” private placement of 5,750,000 units (the “Units”) at a price of $3.25 per Unit, for gross proceeds to Savaria of $18,687,500. Each Unit is comprised of one common share and one-half of a common share purchase warrant. Each full warrant entitles its holder to subscribe for one additional common share of Savaria at an exercise price of $4.25 until 5:00 p.m. on August 15, 2017.

Vida Cannabis Corp. announced it has completed an oversubscribed equity financing, raising US$ 2.5 million via private placement offering of its common stock. Initially, the round was set at US$ 1.5 million. Due to significantly higher interest than anticipated, Vida increased the quantum of financing to US$ 2.5 million, which was consented to by investors of this round. This private placement consisted of 10,000,000 common shares at a price of US$ 0.25 per share for total gross receipts of US$ 2.5 million, bringing the total number of common shares outstanding to 28,708,400.

Amorfix Life Sciences Ltd. (TSX: AMF) announced that it has closed the second tranche of a non-brokered private placement (the Offering) pursuant to which 1,368,500 common shares of Amorfix (Shares) and 1,368,500 Warrants were issued for gross proceeds of CDN$410,550. The total number of Shares and Warrants that can be issued under the Offering is 3,800,000, for potential gross proceeds of $1,140,000. To date the Company has issued 2,987,000 Shares and Warrants related to this Offering. Each Warrant entitles the holder to purchase one Share at a price of CDN$ 0.50 for a period of 24 months following the closing date of the Offering, subject to earlier expiry in the event (a trigger event) that, following the expiry of the four month hold period, the volume-weighted average price of Amorfix’s common shares on the Toronto Stock Exchange (TSX) over a period of twenty consecutive trading days exceeds $1.00.



Cyclenium Pharma Inc., announced the signing of a discovery and co-development agreement with Southern Research Institute, a not-for-profit 501(c)(3) scientific research organization founded in 1941. The collaboration will utilize Cyclenium’s proprietary libraries of next generation macrocyclic molecules and associated hit-to-lead optimization expertise in combination with Southern Research’s extensive capabilities in target screening, compound profiling and preclinical development.

Opsens Inc. (“Opsens”) (TSX-V: OPS) announced it has entered into an Amended and Restated Co-Development Agreement (the “Agreement”) with Abiomed, Inc. (“Abiomed”) in connection with its miniature optical pressure sensor technology for applications in circulatory assist devices, such Agreement replacing the Co-Development Agreement initially entered into in January 2010. Pursuant to this Agreement, Opsens will supply the sub-assembly of its miniature optical pressure sensor to be integrated in Abiomed’s circulatory assist devices, including the Impella® line of heart pumps until September 2018. Opsens has granted Abiomed an exclusive worldwide license to integrate its miniature pressure sensor in connection with Abiomed’s circulatory assist devices. Under the agreement, Abiomed will pay Opsens an aggregate amount of US$6 million. US$1.5 million is payable upon closing, while the balance will be disbursed based on the achievement of certain milestones, such as the meeting of certain performance requirements, the filing of a regulatory application, the obtaining of a regulatory approval and the transfer of manufacturing to Abiomed.

Easton Pharmaceuticals (OTC: EAPH) announced that BMV Medica, S.A. de C.V., a Mexican regulatory company and distributor of pharmaceutical products have signed an exclusive agreement to distribute Easton’s “VIORRA” product in Mexico.

Medicure Inc. (“Medicure”) (TSX-V: MPH)(OTCQB: MCUJF) announced it has entered into an arrangement with Knight Therapeutics Inc. (TSX-V: GUD), under which Knight will provide advisory services to help advance Medicure’s U.S. specialty pharmaceutical business and corporate development initiatives.



Supreme Pharmaceuticals Inc. (the “Company”) (OTCBB: SPRWF)(TSX-V: SL) reports that the parties to the agreement to acquire the South Okanagan producing medical marijuana facility, have mutually agreed upon an extension of the due diligence period to April 29th, 2014. In addition, the Company has cancelled its plans for the previously announced private placement.

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