August 25, 2015
Welcome to your Monday Biotech Deal Review for August 24th, 2015!
We apologize for the delay, below is your Monday Deal Review for August 24th, 2015**
In M&A news, Endo international completed a previously announced sale of the men’s and prostate health division of its American Medical Systems business to Boston Scientific for USD$1.65-billion. Meanwhile in Financing news, Telesta Therapeutics raised USD$28.6-million in private placement financing. Also, Knight Therapeutics Inc. secured a loan of USD$1-million with the possibility of additional equity commitments of up to USD$5-million from New York based Ember Therapeutics Inc.
Endo International plc (NASDAQ:ENDP)(TSX:ENL) announced the completion of the previously announced sale of its American Medical Systems‘ Men’s and Prostate Health businesses to Boston Scientific (NYSE:BSX) for a purchase price of up to $1.65 billion, with $1.60 billion in cash having been paid by Boston Scientific to Endo at closing. As previously announced, Endo is also eligible to receive a potential milestone payment of $50-million in cash conditioned on the achievement of certain product revenue milestones.
Valeant Pharmaceuticals International, Inc. (NYSE: VRX, TSX: VRX) has withdrawn its previously announced offer to acquire ISTA Pharmaceuticals Inc. (Nasdaq: ISTA) for $7.50 per share in cash (covered here). The offer was to remain open until January 31, 2012, but Valeant withdrew the offer due to lack of progress. Valeant has, however, acquired Brazilian sports nutrition and food supplements company Probiotica Laboratorios Ltda. for R$150 million. Valeant will also syndicate a USD$500-million senior secured Term Loan B credit facility as a new tranche under its existing senior secured credit facilities to fund repayment of its existing USD$275-million revolving facility and for general corporate purposes, including acquisitions. The Term Loan B loans will mature in 2019 and are expected to have terms that are customary for this type of financing. The facility is expected to close in February. Valeant has also acquired Brazilian sports nutrition and food supplements company Probiotica Laboratorios Ltda. for R$150 million.
CRH Medical Corporation (TSX: CRH) (OTCQX: CRMMF), a Vancouver based medical company that provides physicians with innovative products and services for the treatment of gastrointestinal diseases, announced the completion of a strategic transaction whereby CRH has acquired the GI anesthesia business of Associates of Digestive Health, LLC (“ADH”). ADH is a growing gastroenterology practice located in Cape Coral, Florida that performs approximately 10,000 endoscopic procedures annually and is expected to generate annual revenues for CRH of approximately USD$3-million.
Zorro Capital Inc. (CVE:ZOR.P) announced details concerning its proposed business combination with Kent Imaging Inc. Kent Imaging is a private, Calgary based company that has developed breakthrough medical imaging technology that provides real-time information on levels of tissue blood flow and oxygenation. Pursuant to the transaction, Zorro will combine with Kent to form a new company. Kent’s current shares will be exchanged for approximately 10,600,000 common shares of the new company for total deemed consideration of $10.6-million.
Manitex Capital Inc. (TSX-VENTURE:MNX) has completed an investment to acquire a 44% equity investment in Ortho Regenerative Technologies Inc., a privately held Canadian biotechnology company. Manitex’s investment is comprised of a $500,000 equity investment, a $240,000 credit facility. Furthermore, Manitex will help Ortho RTi obtain regulatory certification and commercial production scaleup. Simultaneous with the above investment, Ortho RTi has entered into an agreement with Gestion Univalor, L.P. and Polytechnique Montréal to acquire a platform technology for the repair and regeneration of damaged joints including the knee and shoulder.
Telesta Therapeutics Inc. (TSX: TST) closed private placement financing of USD$28.6-million. This transaction was led by several prominent U.S. healthcare investors, including Consonance Capital Investors, Boxer Capital of Tavistock Life Sciences and Omega Funds. In addition, certain members of the senior management team and board of directors of Telesta participated in the transaction.
Under terms of this financing, Telesta issued 108,966,814 common shares at a subscription price per share of C$0.3405/US$0.2623 being the 5-day volume weighted average price of Telesta’s common shares at the close of markets on Wednesday, August 12th. The issuance of these shares brings the total number of issued common shares in Telesta to 280,798,258.
Cardiome Pharma Corp. (NASDAQ:CRME)(TSX:COM) announced closed its previously announced bought deal financing of 2,875,000 common shares at a price of USD$8.00 per Share, for aggregate gross proceeds to the Company of USD$23.0-million. The deal was underwritten by a syndicate of underwriters led by Cormark Securities Inc., acting as sole bookrunner and co-lead underwriter, and Canaccord Genuity Corp., acting as co-lead underwriter. The deal also included Brean Capital LLC and Laurentian Bank Securities Inc. The shares were offered for sale in each of the provinces of Canada, except Québec, by way of a short form prospectus and in the United States pursuant to a registration statement filed under the Canada-U.S. Multi-Jurisdictional Disclosure System.
Theratechnologies Inc. (TSX:TH) announced that it has closed its previously-announced offering of units by way of a short form prospectus for gross proceeds of $11.04-million. The underwriters for the Offering purchased 4,600,000 units at a price of $2.40 per Unit, each Unit consisting of one common share and one-half of a common share purchase warrant of Theratechnologies, with each Warrant exercisable for a period of 24 months from the date hereof at an exercise price of $3.00 per share. Theratechnologies has received conditional approval from the TSX.
Emerge Resources Corp. (TSX VENTURE:EME) and Israeli cancer biotechnology company Vaxil Bio Ltd. announced the completion of approximately $2.7-million by way of subscription receipt private placement. It is expected that there will be an Israeli tranche of financing for Vaxil of approximately $300-400,000, bringing the total capital raise to the prior announced $3-million. Vaxil has shown unique results in Multiple Myeloma cancer patients, and is planning to advance into a Phase-II clinical trial to test additional patients and advance its program.
DelMar Pharmaceuticals, Inc. (OTCMKTS:DMPI), a biopharmaceutical company focused on developing and commercializing proven cancer therapies in new orphan drug indications, announced that it has accepted subscriptions from institutional and accredited investors for a registered direct placement of 3.35 million shares of common stock and 3.35 million common stock purchase warrants for aggregate purchases of $2-million. Each common share was purchased at a price of $0.60 per share and each common stock purchase warrant entitles the holder to purchase an additional share of the DelMar’s common stock at a price of $0.75 per share for a period of five years. Included in the subscriptions are $1.3-million in purchases from existing DelMar Shareholders, including $157,000 from Directors and Officers of DelMar.
Kane Biotech Inc. (TSX-V:KNE), a biotechnology company engaged in the development and commercialization of products that prevent and remove microbial biofilms, announced the following financing initiatives and updates regarding the status of its business the private placement to certain U.S. investors of up to 16,100,000 units (“Units”) of Kane Biotech at a price of $0.07 per Unit for aggregate gross proceeds of up to $1,127,000. In conjunction with the Private Placement, a significant shareholder has advised the Company he is exercising 10,000,000 warrants to purchase Common Shares of the Company at a price of $0.06 per share for aggregate gross proceeds to the Company of $600,000. These combined initiatives would provide Kane Biotech with up to $1,727,000 now and the potential for a further $1,610,000 over the next 18 months.
Quebec based DIAGNOS Inc. (TSX Venture: ADK), a leader in healthcare technical services including screening, software and algorithm development, data analysis, and image processing, announced the closing of a private placementfor $1.59-million of Senior Secured Convertible Debentures, initially announced on June 30, 2015. DIAGNOS has received subscription commitments for an additional $700,000. It expects to close this second tranche of the Private Placement in August of 2015, for gross total proceeds of at least $2.29-million. Net proceeds from the Private Placement will be used to fund business development and product development of healthcare services, as well as for general corporate and working capital purposes.
Toronto based GeneNews Limited (TSX:GEN), announced that it has accepted subscriptions for a non-brokered private placement offering of 3,956,249 units at a price of $0.32 per Unit for aggregate gross proceeds to the Company of $1,265,996.48. Each Unit is comprised of one common share and one warrant. Each Warrant is exercisable until September 15, 2017 and entitles the holder to purchase one Common Share at an exercise price of $0.50, subject to customary adjustment provisions.
Critical Outcome Technologies Inc. (CVE:COT) (OTCQB:COTQF) (“COTI”) announced that it completed the final tranche of its previously announced non‐brokered private placement with the issuance of 2,788,533 units at a price of $0.30 per unit for gross Canadian dollar proceeds of approximately $837,000. In aggregate, the Company raised gross Canadian proceeds from the offering of approximately $1,287,000 through the sale of 4,288,533 Units.
NeutriSci International Inc. (CVE:NU) announced that it completed a non-brokered private placement in which it raised gross proceeds of $216,000. In connection with the offering, NeutriSci issued 1,200,000 common shares at a price of eighteen cents per share. All securities issued in connection with the private placement are subject to a hold period until December 21, 2015. NeutriSci intends to use the proceeds of the financing for marketing of new products, and for general working capital purposes.
Ontario based Promis Neurosciences Inc. (TSE:PMN) submitted form D for $150,341 equity financing. This is a new filing. Promis Neurosciences was able to fundraise $150,341 in order to reach 100% of the current round of financing. The total private offering amount was $150,341. The private financing document was filed on 2015-08-15.
Pyng Medical Corp. (TSX VENTURE:PYT) accounced that it has closed a shares for debt transaction. The company entered into a debt settlement agreement with certain of its directors pursuant to which the company issued 2,125,000 common shares in satisfaction of an aggregate amount of $106,250.00 owed (or approximately one common share for each $0.05 of debt owed) with respect to services rendered by the directors.
Knight Therapeutics Inc. (TSX:GUD) (“Knight”), a specialty pharmaceutical company and Ember Therapeutics, Inc., a privately held, New York-based biotechnology company developing targeted therapies for osteoarthritis, kidney fibrosis and other indications using Bone Morphogenetic Protein-7 (“BMP-7”), announced that Knight has extended a secured loan of US$1 million and may provide additional equity commitments of up to US$5 million. In addition, Knight has entered into an exclusive distribution agreement with Ember, a cutting-edge U.S.-based biopharmaceutical company, to commercialize its promising BMP-7 pipeline in Canada, Israel, Russia and sub-Saharan Africa.
BioSyent Inc. (CVE:RX) announced that its subsidiary BioSyent Pharma Inc. has signed an agreement with Photocure ASA (OTCMKTS:PHCUF) granting BioSyent the exclusive rights for Cysview® in Canada. Cysview® is an innovative technology that aids in the diagnosis and management of bladder cancer and was approved by Health Canada in January 2015. It has been successfully marketed in the USA, Europe, and the Nordic region, since 2006. Commercialization of Cysview® in Canada will commence this year. Under the terms of the agreement, Photocure will receive up to USD$1-million in milestone payments for the rights to Cysview in Canada, which includes USD$650,000 upon signing of the agreement.
Aeterna Zentaris Inc. (NASDAQ:AEZS)(TSX:AEZ) (“Aeterna”) announced that it has started promoting Saizen® [somatropin (rDNA origin) for injection] in 25 territories in the United States, pursuant to its co-promotion agreement signed this past May with EMD Serono, the U.S. biopharmaceutical businesses of Merck KGaA (FRA:MRK), Darmstadt, Germany. Saizen® is a recombinant human growth hormone (r-hGH) registered in the U.S. for the treatment of growth hormone deficiency (GHD) in children and adults. Under the agreement, Aeterna details Saizen® to designated medical professionals in addition to EMD Serono’s current promotional activities. Payment to Aeterna is based on new eligible patient starts on Saizen®, above an agreed-upon baseline.
CRH Medical Corporation (TSX: CRH) (OTCQX: CRMMF), a Vancouver based medical company that provides physicians with innovative products and services for the treatment of gastrointestinal diseases, has filed a Registration Statement with the United States Securities and Exchange Commission. CRH also announced that it has submitted an original listing application to list its common shares for trading on the NYSE MKT, LLC. The Registration Statement has not yet become effective. Following acceptance of the application and effectiveness of the Registration Statement, CRH expects to begin trading on the New York Stock Exchange (“NYSE”).
Hemostemix Inc. (TSX VENTURE:HEM), a clinical-stage autologous cell-therapy company, announced that the Food and Drug Administration (FDA) has cleared the company’s Investigational New Drug (IND) application to expand its trial for critical limb ischemia to enroll patients at clinical sites across the United States. This is a key milestone in its international phase-2 double-blind, randomized, placebo-controlled clinical trial. The ongoing clinical trial investigates the safety and efficacy of the company’s lead product, ACP-01, which uses proprietary cells to combat the life-threatening complications of CLI, a restriction in blood supply to tissues caused by problems with blood vessels. These proprietary cells are grown from a patient’s own blood and, once injected into his or her diseased tissue, are able to support the formation of new blood vessels.
TSO3 Inc. (TSX:TOS) (“TSO3”), an innovator in sterilization technology for medical devices in healthcare settings, confirmed that it is pursuing extended claims for its STERIZONE® Sterilizer for the Canadian, U.S. and European markets. These extended claims, when achieved, will allow sterilization of increasingly complex medical devices, which are currently only High Level Disinfected. In the U.S, regulatory authorities are currently reviewing recommendations to improve the safe reprocessing of complex medical devices such as colonoscopes, duodenoscopes as well as other complex instruments. Simultaneously, TSO3 continues to perform specific studies and compiles the required data to support regulatory requirements in each of the targeted markets.
Quebec City based Aeterna Zentaris Inc. (NASDAQ: AEZS) (TSX: AEZ) announced that the independent Data and Safety Monitoring Board for the phase 3 ZoptEC (Zoptarelin Doxorubicin in Endometrial Cancer) study with in women with advanced, recurrent or metastatic endometrial cancer, will complete a pre-specified second interim efficacy and safety analysis of the compound in early October 2015. Zoptarelin Doxorubicin is a new targeting concept in oncology, an intravenous drug that directs the chemotherapy agent specifically to LHRH-receptor expressing tumors.