March 11, 2015
Welcome to your Monday Biotech Deal Review for March 9th, 2015!
*A day late, but here is the Monday Deal Review for March 9th.
This week, Valeant announced that its Canadian subsidiary VRX Escrow Corp. has launched an offering of the U.S. dollar equivalent of approximately $9.6 billion aggregate principal amount of senior unsecured notes to be issued in four series denominated in U.S. dollars and euro.
In addition, Concordia Healthcare Corp. announced it has entered into a definitive asset purchase agreement to acquire substantially all of the commercial assets of Covis Pharma Sàrl and Covis Injectables, Sàrl for US$1.2 billion in cash.
For more details on these stories as well as many more, keep reading!
Concordia Healthcare Corp. (“Concordia” or the “Company”) (TSX: CXR)(OTCQX: CHEHF), a diverse healthcare company focused on legacy pharmaceutical products, orphan drugs, and medical devices for the diabetic population, announced it has entered into a definitive asset purchase agreement to acquire substantially all of the commercial assets of privately held Covis Pharma S.à.r.l and Covis Injectables, S.à.r.l (together “Covis”) for US$1.2 billion in cash. All financial references are in U.S. dollars unless otherwise noted.
Synaptive Medical, creator of leading edge neurosurgery products, has acquired intellectual property and products from ClearCanvas, a developer of innovative imaging informatics solutions. ClearCanvas’ comprehensive image storage and visualization platform has been the architectural backbone for Synaptive Medical’s BrightMatter™ suite of products, including BrightMatter™ Plan, which offers unprecedented visualization of 3D tractography in the brain, allowing the neurosurgeon to establish a minimally disruptive surgical pathway.
Valeant Pharmaceuticals International, Inc (NYSE: VRX)(TSX: VRX) announced that VRX Escrow Corp., a newly formed wholly owned Canadian subsidiary of the Company, has launched an offering of the U.S. dollar equivalent of approximately $9.6 billion aggregate principal amount of senior unsecured notes to be issued in four series denominated in U.S. dollars and euro. The net proceeds of the offering, together with borrowings under the Company’s incremental term loan facilities and cash on hand, are expected to be used to fund the previously announced acquisition of Salix Pharmaceuticals, Ltd. (“Salix”) as well as repayments of indebtedness of Salix and certain transaction expenses. If the Salix acquisition is not consummated on or prior to August 20, 2015 or, prior to that date, the Company’s merger agreement with Salix is terminated or the Company otherwise determines that the tender offer will not be pursued, the Company will be required to redeem the notes at 100% of the issue price of the notes, plus accrued and unpaid interest to, but excluding, the redemption date.
Aeterna Zentaris Inc. (NASDAQ: AEZS) (TSX: AEZ) (the “Company”) announced the pricing of its previously announced public offering (the “Offering”) of 59,677,420 units (the “Units”). Each Unit consists of one common share, 0.75 of a Series A warrant to purchase one common share, and 0.50 of a Series B warrant to purchase one common share, at a purchase price of US$0.62 per Unit. Investors whose purchase of Units in the Offering would result in them beneficially owning more than the initial beneficial ownership limitation to be included in the warrants following the consummation of the Offering will have the opportunity to acquire Units with Series C pre-funded warrants substituted for any common shares they would have otherwise acquired over the initial beneficial ownership limitation, paying the same price of US$0.62 per Unit.
TSO3 Inc. (TSX: TOS) (“TSO3” or the “Company”), an innovator in sterilization technology for medical devices in healthcare settings, is pleased to announce that it has successfully completed its previously announced public offering of 9,200,000 units, at a price of C$1.25 per unit for aggregate gross proceeds to TSO3 of C$11,500,000 (the “Offering”). The Offering was completed on a bought deal basis through a syndicate of underwriters co-led by Desjardins Capital Markets and Canaccord Genuity and including Euro Pacific Canada Inc. and Laurentian Bank Securities Inc. Each unit is comprised of one common share and one common share purchase warrant (a “Warrant”). Each Warrant entitles the holder thereof to acquire one common share of TSO3 at a price of C$1.875 per common share at any time until March 5, 2017. The Warrants are subject to an accelerated expiry if, at any time after September 30, 2015, the closing trade price of the common shares on the Toronto Stock Exchange (the “TSX”) is equal or superior to C$2.00 for any 10 consecutive trading days.
Theralase Technologies Inc. (“Theralase” or the “Corporation”) (TSX VENTURE:TLT) (OTC PINK:TLFF) is pleased to announce that it has closed its previously announced public offering (the “Offering”) of units (each, a “Unit”). On closing, the Corporation issued an aggregate of 18,181,817 Units at a price of $0.44 per Unit for aggregate gross proceeds of approximately $8,000,000. Each Unit consists of one common share of the Corporation (each, a “Common Share”) and one common share purchase warrant (each, a “Warrant”). Each Warrant entitles the holder to acquire an additional Common Share at a price of $0.54 for a period of 60 months following the date of issuance.
ChipCare Corporation, a University of Toronto start-up company commercializing a handheld, blood-testing platform for HIV and other infectious and non-communicable diseases has closed a $5.045 million Series A financing to bring its first-generation product to market while further developing the platform’s next generation products.
Induce Biologics Inc. (“Induce”), a pioneer in bone regenerative medicine research, announced that the company has closed a financing with Belmore Capital, who has committed to invest $2 million and an option to additionally invest into Induce as part of the Company’s ongoing $10 million financing.
Valeant Canada announced its acquisition of the Canadian rights for Altace® (ramipril) and Altace HCT® (ramipril and hydrochlorothiazide), two angiotensin-converting enzyme (ACE) inhibitors approved by Health Canada and indicated for hypertension, from Sanofi Canada. Valeant Canada will commercialize and manufacture Altace®/Altace HCT® locally at its Laval, Quebec facility. In doing so, Valeant will secure high quality production within Canadian standards and highly specialized Canadian jobs in its Quebec facility for years to come.
Sirona Biochem Corp. (TSXV: SBM) (FRA: ZSB) announced that Wanbang Biopharmaceuticals has successfully completed the toxicology study in the pre-clinical validation of its anti-diabetic SGLT2 Inhibitor, SBM-TFC-039, for the treatment of Type 2 diabetes. The completion of this test will trigger a milestone payment to Sirona from Wanbang Biopharmaceuticals as part of the $9.5M in upfront and milestone payments.
TSO3 Inc. (TSX: TOS) (“TSO3” or the “Corporation”) an innovator in sterilization technology for medical devices in healthcare settings, announced that the Company has signed its first commercial agreement with Getinge Infection Control in support of the launch of the STERIZONE® VP4 Sterilization System. The non-exclusive agreement covers multiple markets in which Getinge has significant market share, including North America and other selected markets. Efforts to launch the product will begin immediately.
Resverlogix Corp. (TSE:RVX) (the “Company”) announced that it has completed a collaborative research program with Emerald Logic, a leader in quantitative analytics. Using Fast Collective Evolution Technology (FACET), Emerald Logic analyzed Resverlogix’s complete clinical dataset including all measurements obtained from each of 798 patients who participated in the Company’s Phase 2 clinical trials ASSERT, SUSTAIN and ASSURE. The objective of this collaborative program was to develop quantitative models and identify variables that contribute to drug response, and the incidence of major adverse cardiac events (MACE).
Accuray Incorporated (Nasdaq: ARAY) and Christie InnoMed Inc. announced that they have entered into sales agent agreements involving the CyberKnife® and TomoTherapy® System product portfolios in Canada. Under the terms of these agreements, Christie InnoMed will be the exclusive sales agent for Accuray products in this region.
Altasciences, a provider of early phase clinical research services, and ITR Laboratories, a nonclinical services organization, announced their strategic alliance offering clients a way to customize their drug development programs from lead candidate selection through to early stage clinical trials. This alliance facilitates working with a single integrated partner in order to bring drug candidates to proof of concept faster, and reduce costs.
Contextual Genomics, a molecular diagnostics company developing genomic based cancer tests, and the Personalized Medicine Initiative (PMI), an organization bringing molecular-based medicine to Canadians, are pleased to welcome Pfizer Canada to its National Access Project consortium. The National Access Project’s aim is to make genomic cancer testing available to any Canadian diagnosed with cancer and to drive and facilitate a shift toward personalized medicine, in which patients receive tailored treatment options correlated to their specific tumor profile. Pfizer Canada has provided a grant and technical support as part of their commitment to the National Access Project for Cancer Testing.
Calgary Scientific Inc., a company known for creating transformative technology for the medical industry and beyond, announced that ResolutionMD® medical imaging software has received Class II certification from the Pharmaceuticals and Medical Devices Agency (PMDA) in Japan for diagnosis using both web and mobile devices for all imaging modalities. Obtaining the certificate from the PMDA means healthcare organizations in Japan can feel confident using ResolutionMD®, the world’s leading enterprise image-viewing solution, to perform a clinical diagnosis using web, iOS or Android devices. The PMDA certificate follows the FDA Class II clearance in the US, CFDA certification in China, CE marking in Europe, TGA certificate in Australia and Health Canada license.
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 primary peritoneal cancers. The designation was granted on the basis of the Company’s December 2014 application for an Orphan Drug Designation encompassing ovarian, fallopian tube and primary peritoneal cancers which are generally treated as one indication. On February 11, 2015, the Company announced that it had received Orphan Drug Designation for ovarian cancer and for cancers of the fallopian tube on March 2, 2015.
Premier Diagnostic Health Services Inc. (“Premier” or the “Company”) (CSE:PDH), is pleased to announce that trading of its common shares has resumed, and it has received conditional approval of the Canadian Securities Exchange (“CSE”) to its proposed change of business from a life sciences company to an investment company (the “Proposed COB” or “Change of Business”), as more particularly set out in Premier’s news release dated March 2, 2015 and the management information circular dated March 3, 2015 which is posted on SEDAR at www.sedar.com and on Premier’s website at www.premierdiagnostics.ca.