February 24, 2015

Monday Deal Review - February 23, 2015


Welcome to your Monday Biotech Deal Review for February 23rd, 2015!


This week’s post covers the last two weeks of activity due to last week’s family day holiday for parts of Canada.

The last two weeks saw a lot of activity on the financing front, with Transition Therapeutics raising about $20 million in a public offering, and TSO3 Inc. announcing their intentions to raise $10 million in a public offering of their own.

For more details on these stories, as well as many more, keep reading!


Valeant Pharmaceuticals International, Inc (NYSE: VRX)(TSX: VRX) and Salix Pharmaceuticals, Ltd. (NASDAQ: SLXP) announced that they have entered into a definitive agreement under which Valeant will acquire all of the outstanding common stock of Salix for $158.00 per share in cash, or a total enterprise value of approximately $14.5 billion. The transaction was approved by the Boards of Directors of both companies. The combination is expected to yield greater than $500 million in annual cost savings from the cost base of the combined company.  Synergies are expected to be achieved within six months of close, primarily from reductions in corporate overhead and R&D rationalization, with the cost to achieve these synergies to be approximately 65%.


Transition Therapeutics Inc. (“Transition” or the “Company”) (NASDAQ: TTHI)(TSX: TTH) announced the closing of its underwritten public offering of an aggregate of 3,538,461 common shares at a price to the public of US$6.50 per share, including 461,538 common shares issued upon the exercise of the underwriters’ over-allotment option. Cowen and Company, LLC was the sole book-running manager and Canaccord Genuity Inc., H.C. Wainwright & Co., LLC, and LifeSci Capital LLC were the co-managers for the offering. Transition Therapeutics Inc. (“Transition” or the “Company”) (NASDAQ: TTHI)(TSX: TTH) also previously announced the pricing of its underwritten public offering of 3,076,923 common shares at a price to the public of US$6.50 per share for total gross proceeds of US$20 million.

TSO3 Inc. (TSX: TOS) (“TSO3” or the “Corporation”), an innovator in sterilization technology for medical devices in healthcare settings, announced that it has filed a preliminary short form prospectus with the securities regulatory authorities in all provinces of Canada with respect to a previously announced public offering of 8,000,000 units in the capital of TSO3 at the price of C$1.25 per unit for aggregate gross proceeds to TSO3 of C$10,000,000. Each unit is comprised of one common share and one common share purchase warrant. Each whole warrant will entitle the holder to acquire one common share at a price of $1.875 per common share at any time during the 24-month period following the Closing Date. The warrants are subject to an accelerated expiry if, at any time after September 30, 2015, the published closing trade price of the common shares on the TSX is equal or superior to $2.00 for any 10 consecutive trading days.

SQI Diagnostics Inc. (TSX-V: SQD) (OTCQX: SQIDF), (“SQI” or the “Company”), a life sciences and diagnostics company that develops and commercializes proprietary technologies and products for advanced microarray diagnostics, announced that it has closed the second and final tranche of its previously announced non-brokered private placement (the “Offering”) of secured debentures for gross proceeds of $1.3 million. The aggregate gross proceeds raised by the Company in connection with the Offering is $3.2  million.

Critical Outcome Technologies Inc. (TSX VENTURE:COT) (OTCQB:COTQF) (“COTI” or the “Corporation”) announced the closing of a non-brokered private placement of 2,129,374 units (the “Units”) at a price of CAD $0.255 per Unit for gross proceeds of approximately $543,000. Each Unit consists of one common share and one common share purchase warrant of the Corporation. Each warrant is exercisable for one common share of the Corporation at an exercise price of $0.38 per share for a period of 60 months from the date of issue. The Corporation paid aggregate finder’s fees of $41,399 and issued 162,350 compensation warrants exercisable to acquire one common share at an exercise price of $0.29 for a period of 60 months from the date of issue.

Arch Biopartners Inc (“Arch” or the “Company”) (CSE:ACH)(OTCBB:FOIFF) has received final approval for its common shares to be listed on the TSX Venture Exchange (TSXV). The Company’s common shares will begin trading on the TSXV under its current trading symbol ‘ACH’ at the opening of trading on February 23, 2015. The Company’s common shares will delist from the Canadian Securities Exchange after the close of the market on February 20, 2015.

DelMar Pharmaceuticals, Inc. (OTCQX: DMPI) (“DelMar” and the “Company”), announced that it has completed a tender offer to exchange (“Offer to Exchange”) new shares of the Company’s common stock (“Shares”) for outstanding Company warrants to purchase up to 5,964,738 shares of common stock (the “Warrants”) (at a ratio of one Share for every three Warrants tendered). Upon expiry of the Offer to Exchange, 1,591,875 Warrants were exchanged, and the Company will issue 530,625 new shares of common stock.

Aequus Pharmaceuticals Inc. (the “Company” or “Aequus”) is pleased to announce that it has received a receipt (the “Receipt”) for a final prospectus filed with securities regulators in British Columbia, Alberta, Manitoba and Ontario (the “Jurisdictions”) on February 19, 2015 (the “Prospectus”). The receipt makes Aequus a reporting issuer in the Jurisdictions with all of the reporting requirements associated with that status. The Company has applied to list its common shares (“Common Shares”) on the TSX Venture Exchange (“TSX-V”) and anticipates its Common Shares will trade under the trading symbol “AQS”.



Dendreon Corporation (“Dendreon” or the “Company”) announced that the bid deadline provided by the Court-approved bidding procedures for the sale of substantially all of the Company’s assets has expired without receipt of additional qualified bids. The Company previously entered into an asset purchase agreement with Valeant Pharmaceuticals International, Inc (NYSE: VRX and TSX: VRX) (“Valeant”) through which Valeant will acquire the world-wide rights of PROVENGE® (sipuleucel-T) and certain other Dendreon assets for $400 million. A hearing at which Dendreon and Valeant will seek the required Court approval of the sale is scheduled for February 20, 2015.

ProMetic Life Sciences Inc. (TSX: PLI) (OTCQX:PFSCF), (“ProMetic” or the “Corporation”) announced that it has received an $11.4 million purchase order for the supply of affinity resin from an existing client, a global leader in the biotherapeutics industry. This is the second purchase order resulting from the license and long-term supply agreement previously announced on July 8, 2013. The affinity resin will be manufactured by ProMetic at its Isle of Man facility and supplied to the client throughout the second half of 2015 and the first half of 2016. ProMetic’s client will use the resin for large-scale purification of a therapeutic protein product manufactured in large quantities.

Response Biomedical Corp. (“Response” or “the Company”) (TSX:RBM)(OTCBB:RPBIF) announced that it has earned the second milestone of US$720,000 in the funded Technology Development Agreement with Hangzhou Joinstar Biomedical Technology Co. Ltd. (“Joinstar”). The milestone was earned upon the signing of the definitive Collaboration Agreement to support the co-development by Response and Joinstar of components and assays that will run on a high throughput rapid immunoassay analyzer developed by Joinstar. Concurrently, the companies have entered into a definitive Supply Agreement whereby Response will provide certain materials to Joinstar required for Joinstar to manufacture and sell these assays specifically to run on their new analyzer.

Valeo Pharma Inc., a Canadian specialty pharmaceutical company, announced it has entered into a distribution agreement with Questcor Pharmaceuticals Inc., a subsidiary of Mallinckrodt plc, for Synacthen® Depot (cosyntropin zinc hydroxide injection) in Canada. Questcor now operates as the Autoimmune and Rare Diseases business of Mallinckrodt Pharmaceuticals.

Cyclenium Pharma Inc., an emerging pharmaceutical company specializing in the discovery and development of novel drug candidates based on proprietary macrocyclic chemistry and Fundación MEDINA (Fundación Centro de Excelencia en Investigación de Medicamentos Innovadores en Andalucía), a non-profit research organization established through a private-public partnership between the Government of Andalucía (Spain), the University of Granada and Merck Sharp and Dohme de España S.A., announced the signing of a drug discovery and collaboration agreement. The collaboration will utilize Cyclenium’s proprietary QUEST Library™ of next generation macrocyclic molecules and associated hit-to-clinical candidate optimization capabilities in concert with the extensive expertise and experience of Fundación MEDINA in infective disease research. The objective of the collaboration is to discover new anti-infective drug candidates effective against a number of clinically important bacterial and fungal pathogens. For Cyclenium, this is the fourth discovery collaboration established over the past year.

Epimeron Inc. (“Epimeron”), a Calgary-based biotechnology company, announced that it has licensed certain of its proprietary technologies to a US-based company.  The terms of the agreement were not disclosed. Epimeron’s technologies were developed by a team of researchers at the University of Calgary, led by Dr. Peter Facchini. Epimeron is a Calgary-based biotechnology company focused on delivering technologies that accelerate the pharmaceutical development programs of its corporate partners.



Oncolytics Biotech Inc. (“Oncolytics”) (TSX:ONC; NASDAQ:ONCY), a clinical-stage biotechnology company focused on the development of oncolytic viruses as potential cancer therapeutics, announced that the U.S. Food and Drug Administration (FDA) has granted Orphan Drug Designation for its lead product candidate, REOLYSIN®, for the treatment of pancreatic cancer. The FDA grants Orphan Drug Designation status to products that treat rare diseases, providing incentives to sponsors developing drugs or biologics. The FDA defines rare diseases as those affecting fewer than 200,000 people in the United States at any given time. Orphan Drug Designation provides the sponsor certain benefits and incentives, including a period of marketing exclusivity if regulatory approval is ultimately received for the designated indication, potential tax credits for certain activities, eligibility for orphan drug grants, and the waiver of certain administrative fees.

Pivotal Therapeutics Inc. (CSE: PVO) (OTCQX:PVTTF), (“Pivotal” or the “Company”), a specialty pharmaceutical company with a focus on Omega-3 therapies for cardiovascular disease and overall health, announced that the U.S. Patent and Trademark Office (USPTO) has issued Patent Number 8,951,514 titled “STATIN and Omega-3 Fatty Acids for Reduction of Apolipoprotein-B Levels” and Patent Number 8,952,000 titled “Cholesterol Absorption Inhibitor and Omega-3 Fatty Acids for the Reduction of Cholesterol and for the Prevention or Reduction of Cardiovascular, Cardiac and Vascular Events.” Both of these patents cover VASCAZEN®’s formulation in conjunction with a Statin and Cholesterol Absorption Inhibitor respectively. These patents have terms that expire no earlier than 2032.

Sernova Corp. (TSXV: SVA), announced that the Patent Offices in China, Israel, Singapore and New Zealand have issued Notices of Allowance and issued patents to Sernova for its patent application entitled “Methods and Devices for Cellular Transplantation.” These patents help protect Sernova’s entire Cell Pouch™ system, including the Cell Pouch™ itself, as well as the Cell Pouch™ combined with therapeutic cells and surgical tools for cell transplantation. These issued patents, in addition to patent rights already granted or actively being pursued in other countries, will provide Sernova with patent protection through 2030.

ProMetic Life Sciences Inc. (TSX: PLI) (OTCQX:PFSCF), (“ProMetic” or the “Corporation”) announced that an orphan drug designation status has been granted for its orally active anti-fibrotic lead drug candidate, PBI-4050, for the treatment of idiopathic pulmonary fibrosis (“IPF”). Orphan Drug Designation is granted to drugs or biologics that treat a rare disease or condition affecting fewer than 200,000 patients in the U.S. The designation provides the drug developer with a seven year period of U.S. marketing exclusivity upon marketing approval for the designated indication, as well as with tax credits for clinical research costs, the ability to apply for annual grant funding, clinical research trial design assistance and the waiver of prescription drug user fees.

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