Monday Deal Review - May 12, 2014

Welcome to your Monday Biotech Deal Review for May 12th, 2014!

This week saw Nordion management update their information circular regarding amendments to the definitive agreement, wherein Sterigenics will acquire all the issued and outstanding common shares of Nordion for US$12.25 per share. Warnex also announced it has agreed to merge with a subsidiary of Diagnos.

In financing news, Aeterna Zentaris has entered into an agreement with MLV wherein the company may, from time to time, sell up to a maximum of 14,018,692 million of its common shares through ATM issuances on the NASDAQ, up to an aggregate amount of US $15 million. Further, Immunovaccine had indicated that they intended to raise a minimum of $8.5 million in a public offering and private placement expected to close the week of May 19; however, Immunovaccine subsequently withdrew the offering.

There was also considerable activity in the commercial space this past week. To see all the details of the week’s major news, please continue to read below.

Nordion Inc. (TSX:NDN) (NYSE:NDZ) announced that it has filed a supplement (the “Supplement”) to its management information circular dated April 22, 2014. The Supplement contains detailed information as to the previously announced amendments to the definitive agreement with Sterigenics increasing the cash consideration to be paid to shareholders to US$12.25 per share (the “Arrangement Agreement” and, as amended, the “Amended Arrangement Agreement”). The Amended Arrangement Agreement sets out the terms and conditions of the proposed acquisition by Sterigenics of all the issued and outstanding common shares of Nordion.

Centric Health Corporation (“Centric Health”) (TSX: CHH) announced that it has completed the sale of its Home Care Business, Community Advantage Rehabilitation, Inc. (“CAR”) and the Seniors Wellness operations, Active Health Services Ltd. (“Active Health”), to Lifespan Health and Wellness Limited (the “Lifespan” or the “Purchaser”) for aggregate proceeds of $14.5 million, subject to certain adjustments. The purchase price for each transaction was satisfied by the issuance of an eight-year secured promissory note bearing interest at 7 percent (subject to adjustment), payable monthly. Centric Health will provide transitional services to the Purchaser on an interim basis, in support of each business, in order to help effect a seamless transition with minimal disruption in services to customers and patients.

Warnex Inc. (TSX-V: WNX.H) (“Warnex”) announced that it has entered into a binding letter of agreement with DIAGNOS Inc. (“Diagnos”) (TSX-V: ADK) (the “Letter of Agreement”) pursuant to which Warnex will merge with a wholly-owned subsidiary of Diagnos (the “Transaction”). Upon the closing of the Transaction, shareholders of Warnex will receive one common share of Diagnos for each common share of Warnex held. For the purposes of the Transaction, each of the Diagnos common shares and the Warnex common shares have been attributed a value of $0.08 per share. Each shareholder of Warnex and of Diagnos will, upon the closing of the Transaction, also be entitled to receive an additional half-warrant for each Warnex common share or Diagnos common share held. Each whole warrant will be exercisable into one common share of Diagnos at an exercise price of $0.10 per share for a period of twelve months following the closing of the Transaction.

ProMetic Life Sciences Inc. (TSX: PLI) (“ProMetic”) announced that it has increased its ownership in NantPro following the amendment of its related corporate and commercial agreements with NantPharma, LLC (“NantPharma”). The amended agreements provide ProMetic back with the effective control of NantPro and a greater portion of the future value and revenues associated with the development and sales of IVIG in the US market. Pursuant to the original agreements (and NantPharma’s expected additional capital contribution), ProMetic’s equity ownership position in NantPro LLC would have been diluted down to 10% upon filing of the Investigational New Drug (“IND”) application for IVIG which is expected to take place in the second half of 2014. As a result of the revised and amended agreements, ProMetic’s equity position in NantPro now exceeds 60%, and said position shall further increase by the time this milestone is achieved.

Aeterna Zentaris Inc. (NASDAQ: AEZS) (TSX: AEZ) (the “Company”) announced that it has entered into an At Market Issuance (“ATM”) Sales Agreement, dated May 9, 2014, with MLV & Co. LLC (“MLV”), under which the Company may, at its discretion, from time to time during the term of the sales agreement, sell up to a maximum of 14,018,692 million of its common shares through ATM issuances on the NASDAQ Stock Market, up to an aggregate amount of US $15 million. MLV will act as sales agent for any sales made under the ATM. The common shares will be sold at market prices prevailing at the time of the sale of common shares, and, as a result, prices may vary.

Immunovaccine Inc. (“Company”) (TSX-V: IMV) announced that it had filed a preliminary prospectus in connection with an overnight marketed public offering (the “Offering”) of common shares (the “Common Shares”). The Company expected to raise a minimum of $7.5 million in gross proceeds (before any exercise of the Over-Allotment described below) but the size of the Offering was to be determined in the context of the market. The Company also intended to simultaneously complete a non-brokered private placement (“Private Placement”) of Common Shares for gross proceeds of at least $1 million. The Company subsequently withdrew the Offering, citing unfavourable market conditions.

Merz Pharma Canada, Ltd., affiliate of the global Merz Pharma Group, announced that it has an exclusive arrangement with Anteis S.A. (Switzerland) which grants Merz sole rights for the marketing and distribution of the full line of Anteis products in Canada, including the Esthélis™, Fortélis™, Modélis™ and Mesolis™ brands and the Anteis Injection System. The dermal fillers Esthélis Basic and Esthélis Soft were first granted license by Health Canada in May 2006; all current formulations with integrated lidocaine were licensed by Health Canada in July 2013. Anteis products were previously distributed in Canada by MD Medical.

Cardiome Pharma Corp. (TSX: COM) announced that an affiliate of Cardiome Pharma Corp. has entered into a distribution agreement with UDG Healthcare plc, headquartered in Dublin, to fulfill orders and distribute BRINAVESS™ (vernakalant intravenous) in Ireland. The initial term of the agreement is for three years effective as of April 1, 2014. Financial details have not been disclosed.

biOasis Technologies Inc. (OTCQX: BIOAF)(TSX-V: BTI) announced that it has secured DTC eligibility by The Depository Trust Company (DTC) for its shares traded on the OTCQX® under the symbol BIOAF. The DTC is a subsidiary of the Depository Trust & Clearing Corporation (DTCC), and manages the electronic clearing and settlement of publicly traded companies. Securities that are eligible to be electronically cleared and settled through the DTC are considered “DTC eligible.” This electronic method of clearing securities speeds up the receipt of stock and cash, and thus accelerates the settlement process for investors and brokers.

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