August 11, 2014
Welcome to your Monday Biotech Deal Review for August 11th, 2014!
As Monday, August 4th was a holiday here in the great white north, today’s post covers the last two weeks’ worth of activity.
On the M&A front, Nordion has closed their plan of arrangement with Sterigenics, giving former Nordion shareholders $13.00 for each common share held. Allergan, meanwhile, has filed a lawsuit which it hopes may delay Valeant’s and Pershing Square’s aggressive takeover bid.
In terms of financings, Prism Medical has indicated its intent to repurchase up to $35 million of common shares via a Dutch auction, ProMetic has obtained a $20 million follow-on loan from Thomvest Seed Capital, and Trimel has closed a private placement to obtain proceeds of about $17.86 million.
For details on these stories as well as many others, keep reading this week’s Cross Border Deal Review.
Nordion Inc. (TSX: NDN)(NYSE: NDZ) announced the successful completion of the previously announced plan of arrangement (the “Arrangement”) and all of the outstanding common shares of Nordion have been acquired by an affiliate of Sterigenics International LLC (“Sterigenics”). Pursuant to the Arrangement, the former holders of Nordion common shares will receive US$13.00 in cash in exchange for each common share held.
Avidus Management Group Inc. (“Avidus” or the “Company”) (TSX-V: AVD) announced that it has completed the acquisition of substantially all of the assets of Truestar Health Inc. (“Truestar”) (the “Acquisition”). Under the terms of the Asset Purchase Agreement, Avidus completed the Acquisition for an aggregate purchase price (not including value of inventory) of CAD$6 million. CAD$500,000 of the purchase price was paid upon closing of the Acquisition and the remaining CAD$5.5 million will be paid based upon a 5% royalty override on Truestar’s revenue. In addition, Avidus announces, that it has completed the first tranche of its previously announced non-brokered private placement (the “Private Placement”) of units of the Company (each a “Unit”) at a subscription price of CAD$0.10 per Unit. A total of 7,091,700 Units were issued under the first tranche closing for gross proceeds of CAD$709,170. Each Unit consists of one common share and one common share purchase warrant (a “Warrant”), each Warrant entitles the holder thereof to purchase an additional common share of the Company at an exercise price of $0.20 per common share for a period of 3 years from the date of issue.
Allergan, Inc. (NYSE: AGN) (“Allergan” or the “Company”) filed a lawsuit in the United States District Court for the Central District of California against Valeant Pharmaceuticals International, Inc. (“Valeant”), Pershing Square Capital Management, L.P. (“Pershing Square”) and its principal, William A. Ackman, alleging that Valeant, Pershing Square and Mr. Ackman violated federal securities laws prohibiting insider trading, engaged in other fraudulent practices, and failed to disclose legally required information.
Unipex Group, through its wholly owned subsidiary, Unipex Solutions Canada Inc., announced the acquisition of Ferguson Chemical Innovation. For the time being, Ferguson will retain its own visual identity and operate as a boutique brand under the Unipex umbrella.
Prism Medical Ltd.(TSX-V: PM) (“Prism”) announced that its board of directors (the “Board of Directors”) has authorized an offer to repurchase for cancellation up to $35 million worth of its common shares (“Shares”), at a price range of $8.00 to $8.75 per Share, through a Dutch auction type substantial issuer bid (the “Offer”). Up to a maximum of 4,375,000 Shares may be repurchased under the issuer bid, representing approximately 49% of Prism’s outstanding Shares. Prism currently has approximately 8,897,779 Shares issued and outstanding. The Dutch auction tender procedure allows shareholders to select the price, within the specified range, at which each shareholder is willing to sell all or a portion of the Shares he or she owns. Upon expiration of the Offer, Prism will select the lowest purchase price (the “Purchase Price”) that will allow it to buy the largest number of Shares for an aggregate purchase price not exceeding $35 million. Shares tendered at or below the Purchase Price will be purchased at the Purchase Price, subject to proration to the extent the aggregate cost to purchase all of such Shares tendered exceeds $35 million. Prism is making the Offer to distribute a portion of the proceeds received from the sale of Prism’s UK operations earlier this year that are considered surplus to Prism’s current operating and other business requirements and to provide a liquidity opportunity for shareholders.
ProMetic Life Sciences Inc. (TSX: PLI) (OTCQX:PFSCF), (“ProMetic” or the “Corporation”) announced that it has secured a follow-on investment from Thomvest Seed Capital Inc. (“Thomvest”) consisting of a $20 million Loan. As partial consideration for the Loan, ProMetic has granted Thomvest 16,723,807 warrants with an exercise price of $1.87 per common share, a premium of 52% to yesterday’s closing share price. The Loan is secured by ProMetic’s assets, excluding its patent portfolio. The redemption value of the Loan implies a compounded annual interest rate of 9%. No interest or principal is required to be repaid prior to the fifth anniversary of the Loan. As part of this transaction, ProMetic has granted Thomvest a warrant to purchase 16,723,807 common shares at an exercise price of $1.87 per common share price for a term of eight (8) years. The proceeds received by ProMetic from the exercise of all of the warrants would be sufficient to redeem the Loan in its entirety.
Trimel Pharmaceuticals Corporation (TSX: TRL) announced that it has completed the previously announced sale of an aggregate 28,801,000 common shares of the Company at a purchase price of CDN$0.62 per common share for gross proceeds of CDN$17,856,620. The sale of the common shares was completed pursuant to an underwriting agreement with Cormark Securities Inc. (“Cormark”) and subscription agreements with individual purchasers. The Company intends to use the full net proceeds from the private placement to repay a significant portion of a convertible promissory note previously issued to First Generation Capital Inc. (“First Generation”), a company affiliated with Mr. Ian Ihnatowycz, the Chairman of the Board of Directors of the Company. Following this repayment, First Generation has advised that it intends to convert a portion of the note into a total of 8,945,796 common shares following August 21, 2014. Following such conversion, First Generation would hold approximately 23.7% of the Company’s common shares, thereby maintaining its current securityholding percentage. The indebtedness remaining under the note (expected to equal approximately US$4.1 million) following such conversion and repayment would remain outstanding in accordance with the terms of the note and no longer be convertible into common shares after such time.
Axxess Pharma Inc. (PINKSHEETS: AXXE) announced through its wholly owned subsidiary AllStar Health Brands Inc., that they have secured $2,000,000 USD in financing. Funds will be used to fulfill current purchase orders and increase marketing and inventory of products.
biOasis Technologies Inc. (OTCQX: BIOAF) (TSX-V: BTI) (the “Company”) announced a non-brokered private placement of up to 1,600,000 units (each a “Unit”) at a price of $0.95 per Unit of gross proceeds of up to $1,520,000 with an overallotment of up to 20%. Each Unit will consist of one common share and one common share purchase warrant (each a “Warrant”). Each Warrant entitles the holder to purchase one additional common share of the Company at a price of $1.20 per share for a period of twelve months from the date of closing, subject to an exercise acceleration clause. Under the exercise acceleration clause, which the Company may exercise once the Units are free of resale restrictions and if the Company’s shares are trading at or above a volume weighted average price of $1.40 for 10 consecutive trading days, the Warrants will expire upon 30 days from the date the Company provides notice in writing to the Warrant holders via a news release.
Pyng Medical Corp. (TSX-V: PYT) (the “Company”) announced that it intends to complete a non-brokered private placement (the “Private Placement”) of secured convertible notes (the “Notes”) in the aggregate principal amount of up to $700,000. The Notes will mature one year after their issuance and will bear interest at an annual rate of 10% above the Canadian bank prime rate, payable quarterly, and will be secured by a first charge on certain of the Company’s assets. The principal of the Notes will be convertible into common shares of the Company at a price of $0.06 per common share. Each Note holder will also be issued one non-transferable common share purchase warrant for every $0.20 of the principal amount of their Notes (each, a “Warrant”) for a subscription price of $0.001 per Warrant. The Warrants will have an exercise price of $0.065 per Warrant and a term of one year from the closing date of the Private Placement. The Company also announces that its Board of Directors has approved the issuance of certain unsecured promissory notes (the “Promissory Notes”) in the aggregate principal amount of up to $700,000. The Promissory Notes will not be convertible into any equity securities of the Company and are expected to be issued to, among others, the majority of the Company’s Directors.
Sirona Biochem Corp. (TSXV: SBM) (OTCQX: SRBCF) (FRA: ZSB) (the “Company”) announced that it entered into convertible loan agreements with arm’s length parties (the “Lenders”) for the purposes of renewing current outstanding loans in the total amount of $670,000. The original loans were taken out in late 2012 and became due this quarter. The new loans (the “Loans”) are secured by promissory notes held by each lender, bear interest at a rate of 12% per annum and are due 18 months from the date of advance of each Loan or such other mutually agreed upon date. Each Lender has the right to elect at its sole discretion to convert all or a portion of its Loan including accrued interest at any time during the term of such Loan into common shares of the Company at a price of $0.12 per share.
Miraculins Inc. (TSX-V: MOM) (the “Company”) has closed its recently announced private placement offering (the “Offering”). The Offering was over-subscribed with aggregate gross proceeds to the Company of $500,000 from the sale of 4,545,455 units (“Units”) at a price of $0.11 per Unit. Each Unit is comprised of one common share of the Company (a “Share”) and one Share purchase warrant (a “Warrant”). Each whole Warrant entitles the holder to purchase one Share at a price of $0.15 per Share for a period of twelve months from the date the Warrant is issued.
Arch Biopartners Inc (“Arch” or the “Company”) (CNSX:ACH)(OTCBB:FOIFF) announced it has raised $175,140 via a non-brokered private placement of 625,500 Units at a price of $0.28 per Unit. Each Unit comprises of one common share and one common share purchase warrant. Each warrant allows the holder to purchase an additional common share at $0.50 cents during the 24 month period following the close of the private placement. The common shares and any common shares issued from the exercise of the warrants will be subject to a hold period of 4 months from the closing date. The Company now has 50,975,179 common shares outstanding.
Aeterna Zentaris Inc. (NASDAQ: AEZS) (TSX: AEZ) (the “Company”) announced a strategic co-promotion services agreement with ASCEND Therapeutics® US, LLC, (“ASCEND”). Under the terms of the agreement, expected to start in the fourth quarter of 2014, Aeterna Zentaris will use its newly established commercial structure to market, in specific U.S. territories, ASCEND’s EstroGel® a non-patch transdermal U.S. Food & Drug Administration (“FDA”) approved and commercialized estrogen replacement therapy. For its part, ASCEND would market, in specific U.S. territories, MacrilenTM, Aeterna Zentaris’ product for use in the evaluation of adult growth-hormone deficiency (“AGHD”), for which a New Drug Application (“NDA”) is currently under review by the FDA, with a Prescription Drug User Fee Act (“PDUFA”) date of November 5, 2014. In consideration for these co-promotion services, each party will be entitled to receive, from the other party, commissions on net sales of each other’s product.
Pyng Medical Corp. (TSX-V: PYT) announced the signing of seven new exclusive medical device specialty distributors to market the company’s trauma products in the United States. These new distributors already have exclusive rights to market Pyng Medical’s FASTResponder Sternal Intraosseous (IO) Device, and now also have exclusive rights to market Pyng’s T-PODResponder Pelvic Stabilization Device and MATResponder Tourniquet. The new distributors will serve the USA hospital and pre-hospital markets within designated geographic regions. The Federal market segment will continue to be served by Bound Tree Medical.
Pivotal Therapeutics Inc. (CSE: PVO) (OTCQX:PVTTF) (“Pivotal” or the “Company”) announced that it has entered into a Memorandum of Understanding to create a Joint Venture Distribution Agreement with ACGT Corporation (“ACGT”) and associates.
Tribute Pharmaceuticals Canada Inc. (“Tribute” or the “Company”) (TSX-V:TRX) (OTCQB:TBUFF) announced that its common shares will begin trading on the OTCQX® marketplace under the symbol “TBUFF”. Tribute’s common shares will also continue to trade on the TSX Venture Exchange under the symbol “TRX”.
Sunshine Biopharma, Inc. (OTCQB: SBFM) announced that it has formed Sunshine Biopharma Canada Inc., a Canadian wholly owned subsidiary for the purposes of conducting pharmaceutical business in Canada and elsewhere around the globe. Sunshine Biopharma anticipates that Sunshine Biopharma Canada will soon sign manufacturing, marketing, sales and distribution contracts for various pharmaceutical and biomedical products.