April 14, 2015
Welcome to your Monday Biotech Deal Review for April 13th, 2015!
The past week saw activity in the M&A and financing spaces. For details the major stories, as well as for the rest of the week’s news, continue reading this week’s Monday Deal Review!
Affinium Pharmaceuticals, which has developed innovative anti-infective medicines, has been acquired by Debiopharm International, a Swiss-based global biopharmaceutical company. The Ontario Capital Growth Corporation (OCGC) announced that it is receiving $19 million — more than three times its initial investment in Affinium Pharmaceuticals. OCGC is an agency of the Ministry of Research and Innovation. It manages Ontario’s interests in the province’s venture capital initiatives, including the Ontario Emerging Technologies Fund. The fund made its initial investment into Affinium in 2011.
Cipher Pharmaceuticals Inc. (NASDAQ: CPHR; TSX:CPH) (“Cipher” or “the Company”) today announced that it has acquired INNOCUTIS Holdings LLC (“INNOCUTIS”), a privately held specialty dermatology company, for US$45.5 million in cash. For the 12 months ended December 31, 2014, INNOCUTIS recorded approximately US$10.1 million in net product revenue. Cipher expects the acquisition to be accretive to earnings per share within two years, consistent with management’s stated objective. Consideration for the acquisition is US$45.5 million in cash to be paid on closing. The agreement also includes additional INNOCUTIS management incentive payments of up to US$3.0 million in cash over a three-year period based on the achievement of certain financial performance targets. Cipher has closed on a private offering of US$100 million in aggregate principal amount of Senior Secured Notes due 2020 (the “Notes”), provided by investment funds managed by Athyrium Capital Management (together, “Athyrium”). The Company received an initial drawdown of US$40 million, which was used to fund the majority of the upfront purchase price for INNOCUTIS. The remaining balance of the Notes will be made available, subject to certain conditions, to finance future acquisitions. The Notes bear interest at a fixed rate of 10.25% per annum, payable quarterly in arrears on the last day of each quarter, and will mature in five years, unless earlier repurchased. The Notes are interest-only and are secured by assets of the Company and its subsidiaries, subject to certain exceptions. In connection with the offering, Cipher has issued Athyrium 600,000 common share purchase warrants. The warrants are exercisable at US$9.22 (equal to the five-day volume-weighted average price on the Toronto Stock Exchange prior to closing converted to US dollars) and expire seven years following issuance.
Concordia Healthcare Corp. (“Concordia” or the “Company”) (TSX: CXR)(OTCQX: CHEHF) announced that it intends, subject to market and other conditions, to offer US$610,000,000 aggregate principal amount of its Senior Notes due 2023 (the “Notes”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons, including persons resident in Canada, in accordance with Regulation S under the Securities Act and other applicable securities laws. Concordia also announced that it has closed its previously announced short form prospectus offering, on a “bought deal” basis, of 4,329,428 subscription receipts (“Subscription Receipts”) of Concordia, which includes the exercise by the Underwriters (as defined below) of an over-allotment option of 15%, for aggregate gross proceeds of C$368,001,380 (the “Offering”). The Offering was completed at a price per Subscription Receipt of C$85.00 by a syndicate of underwriters led by RBC Capital Markets, as sole bookrunner and co-lead manager and including GMP Securities L.P. as co-lead manager and TD Securities Inc. (the “Underwriters”).
Merus Labs International Inc. (TSX:MSL) (NASDAQ:MSLI) (“MSL” or the “Company”) has entered into an agreement with a syndicate of underwriters co-led by Clarus Securities Inc. and Cormark Securities Inc., and including Canaccord Genuity Corp., Laurentian Bank Securities Inc., GMP Securities L.P. and TD Securities Inc. (collectively, the “Underwriters”), pursuant to which the Underwriters have agreed to purchase, on a bought deal basis, 19,672,200 common shares (the “Common Shares”) of the Company at a price of C$3.05 per Common Share (the “Offering Price”) for aggregate gross proceeds to MSL of C$60,000,210 (the “Offering”). The Company has also agreed to grant the Underwriters an over-allotment option to purchase an additional 2,950,830 Common Shares at the Offering Price, exercisable in whole or in part, for a period ending 30 days following the Closing Date. In the event the over-allotment option is exercised in full, the aggregate gross proceeds of the Offering will be C$69,000,242.
Patient Home Monitoring Corp. (“PHM”) (TSX VENTURE:PHM), a profitable company with annualized revenues of $60 million focused on rolling-up annuity-based healthcare service companies in the U.S. and Canada, is pleased to announce that it has entered into an agreement and then an amending agreement with Mackie Research Capital Corporation as lead underwriter and including GMP Securities L.P. and Beacon Securities Limited (the “Underwriters”), whereby the Underwriters will purchase, on a bought-deal basis, 39,000,000 units (the “Units”) of PHM at a price of $1.50 per Unit for gross proceeds to PHM of $58,500,000 (the “Offering”). Each Unit will consist of one (1) common share (a “Common Share”) in the capital of PHM and one-half (1/2) of one common share purchase warrant (each whole common share purchase warrant a “Warrant”) of PHM. Each Warrant entitles the holder thereof to acquire one Common Share for an exercise price of $1.80 per Common Share for a period of 36 months following closing of the Offering (the “Closing”).
Antibe Therapeutics Inc. (“Antibe” or the “Corporation”) (TSXV: ATE) closed the second and final closing of its previously announced non-brokered private placement of units, raising gross proceeds of $464,000 (the “Offering”). Under the terms of the Offering, 4,640,000 units (the “Units”) were sold at a price of $0.10 per Unit, each Unit comprised of one Common Share of the Corporation and one-half of one Common Share purchase warrant (“Warrant”) with each whole Warrant entitling the holder to purchase an additional Common Share (“Warrant Share”) at a price of $0.15 per Warrant Share until April 9, 2018.
Miraculins Inc. (TSX VENTURE:MOM) (the “Company”), a medical diagnostic company focused on acquiring, developing and commercializing diagnostic tests and risk assessment technologies for unmet clinical needs, announces a non-brokered private placement offering (the “Offering”) of up to 2,500,000 units (“Units”) at a price of $0.10 per Unit for gross proceeds of up to $250,000. Each Unit will be comprised of one common share of the Company (a “Share”) and one Share purchase warrant. Each whole warrant (a “Warrant”) will entitle the holder to purchase one Share at a price of $0.15 per Share for a period of 24 months from the date the Warrant is issued.