November 17, 2014
Welcome to your Monday Biotech Deal Review for November 17th, 2014!
This week started off with a bang, as Allergan have announced their acceptance of a $66 billion takeover bid from Actavis Plc, closing the door on a hostile offer from activist investor William Ackman and Valeant Pharmaceuticals International Inc. The deal values Allergan at $219 per share, meaning that Actavis is paying $6 billion more than Valeant’s highest offer. Valeant has since indicated that it cannot justify paying such a high price for Allergan.
For details on this story, as well as the rest of the past week’s news, keep reading this week’s Monday Deal Review.
Actavis, Inc. (NYSE: ACT), and Allergan, Inc. (NYSE: AGN) announced that they have entered into a definitive agreement under which Actavis will acquire Allergan for a combination of $129.22 in cash and 0.3683 Actavis shares for each share of Allergan common stock. Based on the closing price of Actavis shares on November 14, 2014, the transaction is valued at approximately $66 billion, or $219 per Allergan share. The combination will create one of the top 10 global pharmaceutical companies by sales revenue, with combined annual pro forma revenues of more than $23 billion anticipated in 2015. The transaction has been unanimously approved by the Boards of Directors of Actavis and Allergan, and is supported by the management teams of both companies. Actavis anticipates that the expected permanent financing structure, consisting of a combination of new equity and debt, will support an investment grade rating and provide long-term financing flexibility.
QHR Technologies Inc. (TSXV: QHR) (“QHR” or the “Company”) a leader in Healthcare Information Technology and Solutions, announced that it has entered into an Agreement (“Agreement”) to purchase Medeo Corporation (“Medeo”), a Vancouver-based virtual care technology company. Medeo, founded in October 2012, has an innovative system designed and built by physicians and developers that allows providers to connect with their patients through cloud-based secure online messaging, video conferencing and telehealth workflows. The purchase price will consist of $2,225,000 in cash and 1,000,000 common shares of QHR, and will be distributed among the various Medeo stakeholders as provided for in the Agreement. The purchase price is subject to a holdback to secure payment of claims if any are made by QHR pursuant to an indemnity, and all of the QHR common shares will be held in escrow for 12 months following the closing. Completion of the transaction is subject to customary conditions, including TSX Venture exchange approval and Medeo shareholder approval. More than two-thirds of the Medeo shareholders have already signed voting agreements committing to vote in favor of the transaction and the parties expect to close quickly.
Zecotek Photonics Inc. (TSX-V: ZMS) (Frankfurt: W1I.F), (the “Company”), announced that it has increased the private placement announced on October 23, 2014 by $1,000,000, increasing the private placement to $3,500,000. The Company also announced it has closed on the first tranche of the previously announced private placement by selling 8,057,140 units of the Company at a price of $0.35 per unit for gross proceeds of $2,819,999. Each Unit consists of one common share of the Company (“Common Share”) and one common share purchase warrant. Each common share purchase warrant entitles the holder to acquire one additional Common Share at an exercise price of $0.50 per Common Share for a period of 24 months after the date the private placement closes. Net proceeds from the funds raised will be used for general working capital and to commercialize the Company`s portfolio of photonic technologies. Maison Placements Canada Inc. (Maison) is the lead agent for the private placement. Pursuant the first tranche of the financing, Zecotek paid finder’s fees and agents commission of $197,399.94 and issued non-transferable finder’s warrants to purchase an aggregate of 563,998 Common Shares at $0.50 per share before November 12, 2016. All shares and warrants are subject to a four-month hold period expiring on March 13, 2015.
Kane Biotech Inc. (TSX-V: KNE) (the “Corporation”) announced an amendment to the terms of the previous announced non-brokered private placement offering of units (“Units”) of the Corporation (the “Offering”). The Corporation has determined to amend the terms of the Offering to provide that up to 24,000,000 Units will be offered at a price of $0.05 per Unit for gross proceeds of up to $1,200,000. Each Unit will be comprised of one common share of the Corporation (a “Share”) and one Share purchase warrant (a “Warrant”). Each Warrant shall entitle the holder thereof to purchase one Share at a price of $0.06 per Share for a period of 18 months from the date of issuance of the Warrant. All other terms of the Offering shall remain the same. It is anticipated that approximately 12,000,000 of the Units offered pursuant to the Offering will be purchased by directors, officers and significant shareholders of the Corporation. The net proceeds of the Offering will be used for the Corporation’s research and development program and for working capital purposes. The Offering is subject to receipt of all necessary approvals, including the approval of the TSX Venture Exchange.
Medipure Holdings Inc. (“Medipure,” or the “Company”) (CSE:MDH) announced that effective as of November 10, 2014, the Company’s common shares have commenced trading on the Canadian Securities Exchange under the ticker symbol ‘MDH.‘ Medipure also announced that it intends to complete an equity offering for up to 1,375,000 of the Company’s common shares at a price of $0.80 per share for total gross proceeds of up to $1,100,000 (the “Offering”). Medipure’s listing was facilitated by a plan of arrangement that became effective on October 29, 2014. Complete details of this plan of arrangement are available within a press release entitled “Noor Energy Closes a Plan of Arrangement with Medipure Pharmaceuticals Inc. and Medipure Holdings Inc.,” issued on October 29, 2014. Medipure intends to use the proceeds from this Offering to advance its goal of conducting pioneering research into the development of cannabinoid-based medicines as prescription pharmaceuticals. The majority of the proceeds will be utilized to complete the purchase of property for the Company’s full-service production and research facility in Maple Ridge, British Columbia, and subsequently perform construction, engineering, and development work necessary to advance this facility towards completion.
Nuvo Research Inc. (TSX:NRI), a specialty pharmaceutical company with a diverse portfolio of topical and immunology products, announced that it has reacquired Pennsaid 2% marketing rights to South America, Central America, South Africa and Israel from Paladin Labs Inc. for non-cash consideration. The Company now owns all ex-U.S. Pennsaid 2% rights and will be seeking a partner or partners to market Pennsaid 2% internationally except in Canada, Russia and Greece where it already has marketing partnerships in place.
Nordion Inc. (TSX: NDN)(NYSE: NDZ) a business unit of Sterigenics International LLC, announced that it has signed a multi-year agreement up to an additional 14-years with long-time partner Bruce Power, operator of the largest nuclear facility in the world, to provide a long-term supply of Cobalt-60 that will support health care around the world. Cobalt-60 makes an invaluable contribution to the health care industry, and is used to sterilize approximately 40 per cent of all single-use medical devices and equipment produced globally.
Immunovaccine Inc. (“Immunovaccine”, “IMV”, or the “Company”) (TSX VENTURE:IMV), announced it has received conditional approval from Toronto Stock Exchange (“TSX”) to graduate from TSX Venture Exchange and list its common shares (the “Common Shares”) on TSX. Final approval of the listing is subject to Immunovaccine meeting certain standard requirements of TSX. Immunovaccine expects to satisfy all of the requirements and will make a further announcement once TSX has issued a bulletin confirming the date on which trading on TSX will commence. Upon its listing on TSX, the Common Shares will continue to trade under the symbol “IMV”. In connection with the listing on TSX, the Company will apply to voluntarily delist its Common Shares from TSX Venture Exchange. Such delisting will be effective as of the date the Common Shares commence trading on TSX.