June 23, 2014

Monday Deal Review - June 23, 2014


Welcome to your Monday Biotech Deal Review for June 23rd, 2014!


Valeant has continued its march towards taking control of Allergan, offering Allergan stockholders $72.00 in cash and 0.83 Valeant common shares for each share of Allergan. In addition, Merus Labs has completed a financing for gross proceeds of about $31.2 million, having issued 18.4 million shares at a price of $1.70 each. For details on these major deals as well as many others, keep reading!


Valeant Pharmaceuticals International, Inc. (“Valeant”) (NYSE: VRX) (TSX: VRX) announced that it has commenced an exchange offer for the common stock of Allergan, Inc. (“Allergan”) (NYSE: AGN), taking its May 30th proposal directly to Allergan stockholders. Under the terms of the offer, Allergan stockholders would be able to elect to exchange each of their Allergan shares for $72.00 in cash and 0.83 Valeant common shares, or an amount of cash, or a number of Valeant common shares, in each case subject to proration. The amount of the all cash and all stock elections would be determined prior to the expiration of the exchange offer and would be set so that the implied value of all three elections would be the same based on the average closing prices of the Valeant common shares during an averaging period described in the offering documents. The offer is scheduled to expire at 5:00 p.m., New York City time, on August 15, 2014. Valeant expects to complete a second-step merger promptly following the consummation of the exchange offer in order to acquire the remaining Allergan shares. Valeant also indicated it remains willing to provide shareholders with a contingent value right related to DARPin® sales if Allergan engages in negotiations to work out the exact terms.

Biosign Technologies Inc. (TSX-V: BIO) (“Biosign” or the “Company”) announced the execution of a Share Purchase Agreement (the “SPA”) under which it has agreed to acquire 51% of the issued and outstanding shares of Klingenberg Germany-based MECK Medical GmbH. (“MECK”). Biosign will operate MECK within its wholly owned European subsidiary, Biosign Technologies GmbH, also based in Germany. The purchase price will be satisfied with a cash payment of 875,000 Euros, and by the issuance of 3,000,000 common shares of Biosign at an ascribed price of $0.05 per share, being a premium to the market price at the execution date of the SPA. This transaction is subject to receipt of all necessary regulatory and government approvals. The common shares to be issued to the vendor in connection with this transaction will be subject to a regulatory hold period of 4 months and 1 day.

Laborie Medical Technologies, Inc.(“Laborie”) has completed its acquisition of BUCK Elektromedizin GmbH and BUCKmeditec GmbH & Co. Laborie’s acquisition of BUCK further extends its market leadership in Pelvic Muscle Rehabilitation. The acquisition also expands Laborie’s presence in the German market by adding 15 in-country sales representatives that will market the full range of both Laborie and BUCK products.

Nordion Inc. (TSX: NDN) (NYSE: NDZ) was advised that the Parliament of Canada has enacted legislation affecting foreign ownership restrictions and limitations contained in the Nordion and Theratronics Divestiture Authorization Act (the “Nordion Act ”). In accordance with the legislative amendments to the Nordion Act, the foreign ownership restrictions applicable to the Company will no longer apply to a change of control transaction with a “non-resident” (as defined in the Nordion Act) if such a transaction is approved under the Investment Canada Act. The Royal Assent and coming into force of these amendments to the Nordion Act were amongst the closing conditions for the previously announced proposed acquisition by Sterigenics of all the issued and outstanding common shares of Nordion.



Merus Labs International Inc.(“Merus” or the “Company”) (TSX: MSL)(NASDAQ:MSLI) announced the closing of its previously announced bought deal financing with a syndicate of investment dealers (the “Underwriters”). Under the financing, Merus issued a total of 18,400,000 common shares (“Shares”) at a price of $1.70 per Share, inclusive of 2,400,000 common shares issued pursuant to the exercise in full of the over-allotment option by the Underwriters, for gross proceeds of $31,280,000. The net proceeds of the offering will be used for future acquisitions and general working capital.

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 13,056,997 outstanding common share purchase warrants issued pursuant to the private placement announced November 30, 2012 and to extend the expiry date of 22,196,795 outstanding common share purchase warrants issued pursuant to the private placement announced July 6, 2012 by one year. Both sets of warrants entitle the holder thereof to acquire one common share of Medifocus at a price of $0.20. If the Exchange approves the extensions, the Company will be permitted to extend the term of the warrants from January 14, 2015 to January 14, 2016, in the first instance and from September 21, 2014 to September 21, 2015, in the second instance. All other terms and conditions of the Warrants will remain unchanged and in full force and effect.

RepliCel Life Sciences Inc. (the “Company”) (TSX-V: RP)(OTCQB:REPCF) announced it has completed the third and final tranche of its non-brokered financing (the “Financing”) announced on March 28, 2014, which consisted of a non-brokered private placement of 866,000 units (each a “Unit”) at a price of $0.75 per Unit for gross proceeds of $649,500 (the “Offering”). The total final gross proceeds for the Unit offering were $3,990,125.25. Each Unit consists of one common share of the Company (each, a “Share”) and one Share purchase warrant (the “Warrant”), which will entitle the holder to purchase one additional Share for a period of two years from the closing of the private placement at a price of $1.00 per Share during the first year and $1.25 per Share during the second year. This financing was led by Crossover Healthcare Fund, LLC. Further to its news release dated May 9, 2014, the Company also announced that in connection with the closing of the first tranche of the financing, the Company issued additional finder’s warrants to purchase 42,800 Shares at a price of $0.75 per Share for a period of 24 months to one finder.



Cipher Pharmaceuticals Inc. (TSX: DND) announced it has entered into a definitive distribution and supply agreement with Laboratorios Andrómaco S.A. (“Andrómaco”) under which Cipher has granted Andrómaco the exclusive right to market, sell and distribute Cipher’s isotretinoin capsules in Chile. Cipher’s isotretinoin product is a patent-protected formulation of isotretinoin, which is used in the treatment of severe recalcitrant nodular acne. Isotretinoin is the most effective severe acne therapy available to teenagers who suffer from acne. The product is marketed in the United States as Absorica™ and in Canada as Epuris®. Under the terms of the agreement, Cipher will supply product to Andrómaco. Product manufacturing will be fulfilled by Cipher’s partner, Galephar Pharmaceutical Research.

Miraculins Inc. (TSX-V: MOM) (“Miraculins” or the “Company”) announced that it has executed a Letter of Intent (“LOI”) with Citizen Doctor Pvt. Ltd. (“CDPL”) to appoint CDPL as the exclusive distributor for the PreVu® Non-invasive Skin Cholesterol Point-of-Care (POC) Test in India. The LOI also provides for the assignment of non-exclusive distribution rights for PreVu® POC to CDPL in certain other Asian countries.The non-binding LOI has established the principal terms and conditions of the proposed distribution agreement (the “Agreement”) between Miraculins and CDPL. The term of the Agreement would extend for five years from the date of Indian regulatory clearance, subject to minimum annual order quantities by CDPL. If minimum orders were met, this would represent a total order value of approximately $4 Million USD in projected PreVu® Spectrophotometer and Reagent Kit sales over the length of the term.



Critical Outcome Technologies Inc. (TSX-V: COT) (OTCQB:COTQF), (“COTI” or the “Corporation”) announced that its common shares will commence trading in the United States on the OTCQB venture stage marketplace under the symbol “COTQF.”

Radient Technologies Inc. (“Radient”) (TSX-V:RTI), announced that it has received a Site License issued by Health Canada under the authority of the Natural Health Products (“NHP”) Regulations for the manufacturing, packaging and labeling of natural health products at its manufacturing facility in Edmonton, Alberta. Radient’s facility, commissioned in January, 2014, is a 20,000 square foot manufacturing plant centered around Radient’s patented, proprietary technology, Microwave Assisted Processing (“MAP”).

Neovasc Inc. (“Neovasc” or the “Company”) (NASDAQ: NVCN) (TSX-V: NVC) announced that effective June 23, 2014, Neovasc’s common shares will commence trading on the Toronto Stock Exchange (the “TSX”) under the Company’s current trading symbol of “NVC”. The Neovasc common shares will continue to trade under CUSIP #64065J106 and ISIN #CA64065J1066. Upon commencement of trading on the TSX, the Company’s common shares will be delisted from the TSX Venture Exchange.

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