Monday Deal Review - May 26, 2014

Welcome to your Monday Biotech Deal Review for May 26th, 2014!

The last two weeks saw some activity in the M&A and financings space, including updates on Valeant’s proposed takeover of Allergan and Replicel’s first and second tranche financings. Hit the break to get details on these stories and many more.

Valeant Pharmaceuticals International, Inc. (NYSE: VRX)(TSX: VRX) responded to Allergan, Inc.’s (NYSE: AGN) rejection of Valeant’s proposal to combine with Allergan for $48.30 in cash and 0.83 shares of Valeant common stock for each Allergan share.

Concordia Healthcare Corp. (the “Company”) (TSX: CXR) announced that it has completed the previously announced acquisition of Donnatal^®, an adjunctive therapy in the treatment of irritable bowel syndrome (“IBS”) and acute enterocolitis, from a privately held specialty pharmaceutical company carrying on business as Revive Pharmaceuticals (“Revive Pharmaceuticals”). The Company acquired Donnatal^® for US$200 million in cash and an aggregate of 4,605,833 common shares of Concordia, representing approximately 16.17% of the Company’s outstanding common shares on a non-diluted basis (approximately 14.96% on a fully-diluted basis) after giving effect to the acquisition.

Novadaq® Technologies Inc. (NASDAQ: NVDQ)(TSX:NDQ) announced that all closing conditions have been satisfied and it has completed the acquisition of Aïmago SA. Aïmago was a privately held medical imaging company, founded in 2008 as a spin off from Ecole Polytechnique Fédérale de Lausanne (“EPFL”), a Switzerland based academic and research institution. Aïmago will continue as a fully owned NOVADAQ subsidiary.

Supreme Pharmaceuticals Inc. (“Supreme” or the “Company”) (CSE: SL) announced that subsequent to its visit to the 342,000 square foot green house facility in Southern Ontario, Supreme has closed its purchase. The total purchase price of the facility was $4,500,000, of which Supreme paid $1,000,000 on closing out of available funds, and assumed a vendor mortgage of $3,500,000, payable on the second anniversary date from closing. No interest will accrue in the first year, but the mortgage bears interest at 7% during the remaining year. The Company is now in the process of its due diligence review and negotiations of final agreements in respect to the previously announced acquisition of the private company that holds the pre-build MMPR license covering all 342,000 square feet of the just purchased facility. It is expected that this acquisition will close by the end of May, 2014.

Tweed Marijuana Inc. (“Tweed”) (TSX-V: TWD) announced that it has closed its previously announced short form prospectus offering, on a bought deal basis, of 4,687,500 common shares for aggregate gross proceeds of $15,000,000 (the “Offering”).  The Offering was completed at a price of $3.20 per common share (the “Offering Price”) by a syndicate of underwriters led by GMP Securities L.P. and including Jacob Securities Inc. (collectively, the “Underwriters”). Tweed has also granted the Underwriters an over-allotment option to purchase up to an additional 703,125 common shares at the Offering Price, exercisable in whole or in part, at any time on or prior to the date that is 30 days following the closing of the Offering.  If this option is exercised in full, an additional $2,250,000 will be raised pursuant to the Offering and the aggregate gross proceeds of the Offering will be $17,250,000.

RepliCel Life Sciences Inc. (the “Company”) (TSX-V: RP) announced it has completed the first tranche of its financing announced on March 28, 2014, consisting of total units (each a “Unit”) of 3,717,167 at a price of $0.75 per Unit for total gross proceeds of $2,787,875.25. The financing consisted of a brokered private placement of 2,783,667 Units at a price of $0.75 (per Unit) for gross proceeds of $2,087,750.25 (the “Brokered Financing Portion”) and a non-brokered private placement of 933,500 Units at a price of $0.75 (per Unit) for gross proceeds of $700,125.00 (the “Non-Brokered Financing Portion”). Each Unit consists of one common share of the Company (each, a “Share”) and one Share purchase 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. The Company anticipates a second closing under the same terms.

RepliCel Life Sciences Inc. (the “Company”) (TSX-V: RP)(OTCQB:REPCF) announced it has completed the second tranche of its financing announced on March 28, 2014, which consisted of a non-brokered private placement of 737,000 units (each a “Unit”) at a price of $0.75 per Unit for gross proceeds of $552,750 (the “Offering”). The total gross proceeds received to date for this offering is $3,340,625.25 as the Company announced on May 9, 2014 that it raised $2,787,875.25 in a brokered and non-brokered private placement financing. Each Unit consists of one common share of the Company (each, a “Share”) and one Share purchase 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. The Company anticipates a third closing under the same terms.

Miraculins Inc. (TSX-V: MOM) (the “Company”) announced that it has entered into amending agreements to extend its CDN$1,000,000 nonconvertible secured loan with Gretchen Ross (the “2011 Lender”) that was originally announced on October 13, 2011 and previously extended on December 23, 2013, and to extend its CDN$611,334 nonconvertible secured loan from a third party lender (the “2013 Lender”) that was originally announced on December 23, 2013. The loans have been extended and will now mature on December 31, 2015. The loans will continue to bear interest at 12% per annum and the interest will accrue until December 31, 2015. As consideration for the extension of the loans, the Company will, subject to regulatory approval, issue 500,000 common shares to the 2011 Lender and 500,000 common shares to the 2013 Lender.

Miraculins Inc. (TSX-V: MOM) (the “Company”) announced a non-brokered private placement offering (the “Offering”) of up to 2,500,000 units (“Units”) at a price of $0.10 per Unit for gross proceeds of up to $250,000. Each Unit will be comprised of one common share of the Company (a “Share”) and one Share purchase warrant. Each whole warrant (a “Warrant”) will entitle the holder to purchase one Share at a price of $0.15 per Share for a period of 24 months from the date the Warrant is issued.

Cardiome Pharma Corp. (NASDAQ: CRME)(TSX: COM) announced an agreement with AOP Orphan Pharmaceuticals AG, headquartered in Vienna, Austria, to commercialize AGGRASTAT® (tirofiban HCl) in selected European markets. AOP Orphan will be responsible for the commercialization of AGGRASTAT in the AOP Orphan countries. Under terms of the agreement, AOP Orphan has agreed to specific annual commercial goals for AGGRASTAT. Financial details of the agreement were not disclosed. Key AOP Orphan countries for AGGRASTAT include: Austria, Hungary, Switzerland, and other Eastern European states.

Valeant Pharmaceuticals International, Inc. (NYSE: VRX)(TSX: VRX) announced that certain of its subsidiaries have entered into settlement agreements with affiliates of Actavis plc related to Actavis’ generic versions of Acanya® Gel, 1.2%/2.5%, and Tiazac ® XC. Valeant’s subsidiaries, Dow Pharmaceuticals Sciences, Inc. and Valeant Pharmaceuticals North America LLC, and Actavis’ subsidiary, Watson Laboratories, Inc., entered into an agreement to settle all outstanding patent litigation related to Actavis’ generic version of Acanya® (clindamycin phosphate and benzoyl peroxide) Gel, 1.2%/2.5%. Under the terms of the agreement, Valeant will grant Actavis a license to market its generic Acanya® Gel beginning July 1, 2018 or earlier under certain circumstances. Other details of the settlement were not disclosed. Under the terms of the agreement, which is pending approval from the Federal Court of Canada, it will result in a stay of this application until certain events occur and a dismissal of all remaining proceedings and appeals.

Tribute Pharmaceuticals Canada Inc. (OTCQB:TBUFF) (the “Company”) announced that it has received approval from TSX Venture Exchange (“TSX-V”) to add its stock listing, effective with the opening of the market on Tuesday, May 27, 2014. The Company’s common stock will trade under the symbol “TRX.”

Neovasc Inc. (“Neovasc”) (TSX-V: NVC) announced that its common shares have been approved for listing and trading on the NASDAQ Capital Market (the “NASDAQ”) commencing at the start of trading on May 21, 2014 under the trading ticker symbol “NVCN”. In addition, the Toronto Stock Exchange (the “TSX”) has conditionally approved the listing of the Company’s common shares on the TSX. Listing will be subject to Neovasc fulfilling all of the listing requirements of the TSX on or before August 12, 2014. In the interim, the Company’s common shares will continue to be listed for trading in Canada on the TSX Venture Exchange under the trading ticker symbol “NVC”.

SQI Diagnostics Inc. (TSX-V: SQD) announced it is being paid by one of the ten largest pharmaceutical companies in the world to develop and validate two custom multiplex anti-drug-antibody (“ADA”) assays. This new customer will evaluate these two products using an established drug from its portfolio in order to assess the capabilities and performance of SQI’s technologies.

Nordion Inc. (TSX: NDN) (NYSE: NDZ) announced two leading proxy research and advisory firms, Institutional Shareholder Services Inc. and Glass Lewis & Co. have each issued a report recommending its clients vote FOR the transaction with Sterigenics at the upcoming annual and special meeting (the “Meeting”) of Nordion shareholders on May 27, 2014.

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