June 9, 2015

Monday Deal Review - June 8, 2015


Welcome to your Monday Biotech Deal Review for June 8th, 2015!

*A day late, but here is the Monday Deal Review for June 8th.

This week, POZEN Inc. made a splash with the announcement of its US $146 million acquisition of Tribute Pharmaceuticals Canada Inc.. Meanwhile, several companies were active in the securities markets, with  Endo International PLC epxecting to generate gross proceeds of approximately $2 billion through a registered offering of ordinary shares.

For details on these stories, as well as for the rest of the week’s news, continue reading this week’s Monday Deal Review!


POZEN Inc. (“POZEN”) (NASDAQ:POZN), a pharmaceutical company committed to developing medicine that transforms lives, today announced the acquisition of Tribute Pharmaceuticals Canada Inc. (“Tribute”) (TSX-V:TRX)(OTCMKTS:TBUFF), a Canadian specialty pharmaceutical company, in a transaction valued at approximately US$146 million. Upon completion of the acquisition, which is expected to occur in the fourth quarter of 2015, the combined company will be named Aralez Pharmaceuticals plc (“Aralez” or the “Company”) and domiciled in Ireland. Upon closing, Aralez is expected to trade on NASDAQ and TSX.

AlliancePharma Inc. (TSX-V:APA) (“AlliancePharma” or “The Company”) is pleased to announce it has completed the acquisition of Élitis Pharma Inc. (“Élitis”), (the “Transaction”), becoming the largest provider of replacement pharmacists in Quebec. With the acquisition, AlliancePharma accesses the services of some 600 replacement pharmacists, and consolidates this service throughout Quebec, with a share of about 76% of the market. In consideration for the acquisition of the shares of Élitis, the Company has paid the shareholders of Élitis a cash amount of $2,800,000 on closing the Transaction, financed by the credit facility described below.


Endo International plc (NASDAQ:ENDP) (TSX:ENL) (the “Company” or “Endo”)  announced the upsizing and pricing of its registered offering of ordinary shares (the “Offering”). The size of the Offering has been increased and the Company will issue 24,024,025 ordinary shares at a price of $83.25 per share, for aggregate gross proceeds of approximately $2 billion as compared to $1.75 billion that was previously announced on June 2, 2015. Closing of the Offering is expected to occur on or about June 10, 2015. The Company has also granted to the underwriters of the Offering an option, exercisable for a period of 30 days following the date of the final prospectus supplement, to purchase an additional 3,603,603 ordinary shares. The Company expects to use the net proceeds of the Offering, together with the proceeds of additional indebtedness and cash on hand, to fund the previously announced acquisition of Par Pharmaceutical Holdings, Inc. (“Par”), as well as repayments of indebtedness of Par and certain transaction expenses.  The Company intends to use any remaining proceeds for general corporate purposes, including acquisitions and debt repayments.

Syncordia Technologies and Healthcare Solutions, Inc. (“Syncordia” or the “Company”)  announced that it has entered into a bought deal agreement with National Bank Financial Inc. and Mackie Research Capital Corporation as joint-bookrunners and co-lead underwriters (the “Underwriters”) to issue, by way of a private placement, 2,667,000 subscription receipts (the “Subscription Receipts”) of Syncordia from treasury at a price of CAD $3.00 per Subscription Receipt for gross proceeds of CAD $8,001,000 (the “Offering”). The Company has granted the Underwriters an option (the “Underwriters’ Option”) to purchase up to an additional 667,000 Subscription Receipts at the same price, exercisable in whole or in part at any time up to 4:00PM (Toronto time) on June 3, 2015. If the Underwriters’ Option is exercised in full, the total gross proceeds to Syncordia from the sale of Subscription Receipts will be CAD $10,002,000.

Merus Labs International Inc. (“Merus” or the “Company”) (TSX:MSL)(NASDAQ:MSLI) announced that the syndicate of investment dealers (the “Underwriters”) has exercised the over-allotment option to purchase 1,000,550 common shares of the Company (“Shares”) at a price of C$3.05 per Share granted to the Underwriters in connection with the Company’s previously announced public offering which closed on April 30, 2015. The Company issued 1,000,550 Shares for additional gross proceeds of C$3,051,678 upon closing of the exercise of the over-allotment option. The net proceeds of the offering will be used for working capital and for general corporate purposes, including the funding of prospective future acquisitions.

Amorfix Life Sciences Ltd. (the “Company”) (TSX:AMF) announced that, further to its news release of May 22, 2015, existing shareholders of the Company who qualify under the “existing shareholder prospectus exemption” available in certain jurisdictions in Canada are invited to participate in it is offering (the “Offering”) on a private placement basis of a minimum of 50,000,000 shares and a maximum of 83,333,333 shares at a price of $0.03 per share for gross proceeds of a minimum $1,500,000 and a maximum of $2,500,000.

Bedrocan Cannabis Corp. (TSX-V:BED)(the “Company”) is pleased to announce that it has finalized a term loan (the “Loan”) of $2 million from a significant shareholder and director of the Company. The Loan, secured by the company’s assets, matures on June 1, 2016 and carries an annual interest of 10% compounded monthly with no penalty for early repayment. It is expected that the proceeds from the Loan will be used to support the Company’s operations related to production capacity scale-up and the associated increase in sales and marketing activities following its first two domestic harvests. The Company’s fully-functional new manufacturing facility is currently operating at approximately 2,000 kg/year, which the Company expects to expand to 4,000 kg/year upon Health Canada approval of the entire facility.

RepliCel Life Sciences Inc. (“RepliCel” or the “Company”) (OTCMKTS:REPCF)(TSX-V:RP), a clinical stage regenerative medicine company focused on the development of autologous cell therapies, is pleased to announce it intends to undertake a brokered private placement financing, on a commercially reasonable basis, of up to 4,838,710 units (each, a “Unit”) at a price of $0.31 per Unit for gross proceeds of up to $1,500,000. Each Unit will consist of one common share of the Company (each, a “Share”) and one share purchase warrant, which warrant will entitle the holder to purchase one additional Share for a period of three years from the closing of the private placement at a price of $0.51 per Share. Euro Pacific Canada, Inc. (“EuroPac”) is acting as the lead agent in connection with this brokered financing. A portion of the private placement may be completed on a non-brokered basis.




Knight Therapeutics Inc. (TSX:GUD) (“Knight” or the “Company”), a leading Canadian specialty pharmaceutical company, announced the closing of two product transactions. First, Knight secured its first Canadian product with modest existing sales, acquiring the assets related to Neuragen®, an innovative OTC product that helps relieve pain caused by diabetic nerve damage. Second, Knight extended a secured loan of $4.0 million to a wholly-owned subsidiary of Profound Medical Corp. (TSX-V:PRN) (“Profound”) and also entered into an exclusive Canadian license agreement with Profound for its new, patented, minimally invasive treatment for localized prostate cancer. As an expression of confidence and in the spirit of partnership, Knight has also purchased $2.0 million of equity in Profound.

Xagenic, a molecular diagnostics company developing the lab-free Xagenic X1™ platform, announced that it has acquired exclusive rights to a proprietary mutation detection technology developed at the University of Toronto. This newly-acquired technology detects specific cell-free nucleic acids (cfNA) in blood plasma or serum, potentially enabling the Xagenic X1 platform to expand into “liquid biopsy,” or blood-based testing, in lieu of invasive tissue biopsy for oncology diagnostics and other instances in which an invasive tissue biopsy is not optimal or possible.


IMRIS Inc. (the Company) (NASDAQ:IMRS;TSX:IM) announced that the Company received a letter from the NASDAQ Stock Market LLC (“Nasdaq”) stating that in accordance with Listing Rules 5101, 5110(b), and IM-5101-1, the Staff has determined that the Company’s securities will be delisted from The NASDAQ Stock Market. Accordingly, trading of the Company’s Common Shares will be suspended at the opening of business on June 4, 2015, and a Form 25-NSE will be filed with the Securities and Exchange Commissions (the SEC), which will remove the Company’s securities from listing and registration on The Nasdaq Stock Market. The Nasdaq staff determination was based on the following factors: the associated public interest concerns raised by the Company’s press release dated May 26, 2015 in which the Company announced it has filed for protection under Chapter 11 of the U.S. Bankruptcy Code; concerns regarding the residual equity interest of the existing listed securities holders; and concerns about the Company’s ability to sustain compliance with all requirements for continued listing on The Nasdaq Stock Market.

Concordia Healthcare Corp. (“Concordia” or the “Company”) (TSX:CXR)(OTCQX:CHEHF), a diverse healthcare company focused on legacy pharmaceutical products and orphan drugs, announced that it has filed an application to list its common shares on the NASDAQ Global Select Market® (“NASDAQ”), and has filed the requisite registration documentation with the U.S. Securities and Exchange Commission. Listing of Concordia’s common shares on NASDAQ will be subject to a number of regulatory requirements, including registration of the common shares with the U.S. Securities and Exchange Commission, and a determination by NASDAQ that Concordia has satisfied all applicable listing requirements.

Telesta Therapeutics Inc. (TSX:TST)(OTC PINK:BNHLF) announced, that the U.S. Patent and Trademark Office has issued U.S. Patent No. 9,044,422, which provides intellectual property (IP) protection for Telesta’s Mycobacterium phlei cell wall-nucleic acid complex (MCNA) composition of matter.  MCNA is Telesta’s late stage biologic developed for the treatment of high-grade non-muscle invasive bladder cancer in patients who have failed first-line BCG treatment.  As previously reported, Telesta is targeting the filing of a Biologics License Application (BLA) with the U.S. Food and Drug Administration (FDA) for this therapeutic by the end of June.

Green Cross Biotherapeutics Inc. (GCBT) kicked off construction on its biopharmaceutical facility that will be located on the Montréal Technoparc’s Saint-Laurent Campus. The $315 million project represents one of the largest green field investment projects in Canada in the biopharmaceutical industry, giving place to the construction of the only intravenous immunoglobulin (IVIG) and albumin manufacturing plant in Canada. This project is one of the first accomplishments realized through the Canada-Korea Free Trade Agreement.

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