June 2, 2014

Monday Deal Review - June 2, 2014

PricePerformancePostTitle

Welcome to your Monday Biotech Deal Review for June 2nd, 2014!

 

Valeant has sweetened the offer for Allergan shareholders this past week, raising the bid to $72.00 in cash and 0.83 in Valeant common stock. We will continue to cover the story as it develops. Hit the break for the full rundown of this week’s news.

 

M&EH-n

Valeant Pharmaceuticals International, Inc. (“Valeant”) (NYSE: VRX) (TSX: VRX) announced that it is making an offer for Allergan, Inc. (NYSE: AGN) under which each Allergan share would be exchanged for $72.00 in cash and 0.83 shares of Valeant common stock, based on the fully diluted number of Allergan shares outstanding. This offer is subject to prompt good faith negotiation of a merger agreement between Valeant and Allergan. Shareholders will continue to be able to elect cash and/or Valeant stock, subject to proration. Pershing Square, Allergan’s largest shareholder with a 9.7% stake, has agreed to elect only stock consideration in the transaction and exchange their Allergan shares for Valeant shares at a 1.22659 exchange ratio and receive no cash consideration.

Nordion Inc. (TSX: NDN) (NYSE: NDZ) announced that although a clear majority of Nordion shareholders support Sterigenics’ all-cash acquisition proposal at US$12.25 per share (the “Arrangement”), it does not appear that there will be sufficient shareholder support to approve the Sterigenics deal based on voting results currently available following the May 23, 2014 proxy voting deadline (the “Initial Proxy Deadline”). Given that the vote is very close and Sterigenics has refused to increase its acquisition price, Nordion’s Board of Directors (the “Board”) has unanimously determined that postponing the Meeting to Tuesday, June 3, 2014 is in the best interest of Nordion. The Board has reconfirmed its determination that the Arrangement is of importance to Nordion and continues to recommend that the shareholders vote for the Sterigenics acquisition proposal.

 

Financing2

XLV Diagnostics Inc. has closed a $3 million Series A investment round with Boston-based Bernard M. Gordon Charitable Remainder Unitrust. The funding will support continued product development and regulatory approval. XLV’s product will provide mammography image quality equivalent to top-of-the-line mammography machines currently in use, and will do so at a fraction of the cost of current generation systems.

Critical Outcome Technologies Inc. (TSX-V: COT) announced that it is extending the expiry date of 12,500,000 common share purchase warrants (“Warrants”) issued as part of three tranches of a non-brokered private placement on March 25, April 7, and April 21, 2011 respectively. Each Warrant entitled its holder to purchase one Common Share of the Company at an exercise price of $0.30 per share for a period of 18 months from the date of issue. The Expiry Date is being amended to extend it to 5:00 p.m. (Toronto time) on March 15, 2016, (the New Expiry Date), provided that the New Expiry Date of the Warrants will be accelerated to 21 days if, for any ten consecutive trading days, the closing price of the Common Shares equals or exceeds $0.60.

Medifocus Inc. (TSX-V: MFS) (OTCQX:MDFZF) (“Medifocus” or the “Company”) announced that it has applied to the TSX Venture Exchange (the Exchange) to extend the expiry date of 18,367,253 outstanding common share purchase warrants issued pursuant to the private placement announced June 8, 2012 (the Warrants) by one year. Each Warrant entitles the holder to acquire one common share of Medifocus at a price of $0.20. If the Exchange approves the extension, the Company will be permitted to extend the term of the Warrants from June 8, 2014 to June 8, 2015. All other terms and conditions of the Warrants will remain unchanged and in full force and effect.

Miraculins Inc. (TSX-V: MOM) (the “Company”), has closed its recently announced private placement offering (the “Offering”) with aggregate gross proceeds to the Company of $260,000 from the sale of 2,600,000 units (“Units”) at a price of $0.10 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 twenty-four months from the date the Warrant is issued. A director of the Company, James Mellon (through an investment company that he controls), subscribed for 1,450,000 Units for gross proceeds of $145,000. In addition, the wife of another Company director subscribed for 50,000 Units for gross proceeds of $5,000.

Annidis Corporation (TSX-V: RHA) (“Annidis” or the “Corporation”) announced that, subject to the final approval of the TSX Venture Exchange (“TSXV”), it has completed the private placement of a secured promissory note (the “Financing”) with an insider of the Corporation whereby the Corporation will issue a $1,000,000 secured promissory note (the “Note”). The Note has a three-year term and bears interest at a rate of 10% per annum compounded monthly and payable at maturity. In addition, the lender shall be issued 1,000,000 warrants for the purchase of common shares in the capital of the Corporation (“Warrant”). Each Warrant shall be exercisable at a price of $0.40 per common share, for a period of three years from the date of issuance, subject to the early expiry provisions set out in the policies of the TSXV.

 

CAOA2

Valeant Pharmaceuticals International, Inc. (“Valeant”) (NYSE: VRX) (TSX: VRX) announced that it has entered into an agreement with Nestle S.A. to sell all rights to Restylane, Perlane, Emervel, Sculptra, and Dysport owned or held by Valeant for $1.4 billion in cash. Nestle expects to complete its acquisition of Galderma S.A. in July and would expect to operate the acquired assets through Galderma. The transaction is subject to customary closing conditions, including clearance or early expiration of the waiting period under the Hart-Scott-Rodino (HSR) Act and is not contingent upon a successful transaction with Allergan, Inc.

Sirona Biochem Corp. (TSXV: SBM) (OTCQX: SRBCF) (FRA: ZSB) announced the expansion of its exclusive license with Valeant Pharmaceuticals (“Valeant”) for Sirona’s skin lightening compound TFC-849 to include AMBI and Kinerase. Under the terms of the licensing agreement, Valeant has the exclusive global rights to TFC-849 for use throughout its international portfolio of companies and brands. AMBI and Kinerase, along with Obagi Medical Products, are part of Valeant’s diverse portfolio focused primarily on dermatology.

 

Other_new2

Tribute Pharmaceuticals Canada Inc. (TSX-V: TRX) (OTCQB: TBUFF) (“Tribute” or the “Company”) announced that the Company’s common stock is now trading under the symbol “TRX” on the TSX Venture Exchange (“TSX-V”).

Neptune Technologies & Bioressources Inc. (TSX-V: NTB) (NASDAQ: NEPT) (“Neptune”), Acasti Pharma Inc. (“Acasti”) (TSX-V: APO) (NASDAQ: ACST) and NeuroBioPharm Inc. (“NeuroBio”) jointly announced that Henri Harland, the former President and Chief Executive Officer of each of Neptune, Acasti and NeuroBio, has filed a lawsuit against Neptune and its subsidiaries in connection with his departure as President and Chief Executive Officer of each of Neptune, Acasti and NeuroBio.

As with all our posts, please see our legal disclaimer.