Monday Deal Review - September 29, 2014

Welcome to your Monday Biotech Deal Review for September 29th, 2014!

The past weeks saw Valeant continue its march on Allergan, this time achieving a settlement on the outstanding Delaware litigation launched by Allergan seeking to delay the takeover.  Allergan shareholders are slated to vote on Dec. 18th on whether or not to oust the company’s board, with Pershing Square Capital Management LP, led by Bill Ackman, supporting such a change.  Valeant was also in the news the past week for seeking to redeem $500 million in senior notes.

On the financing front, Prism, as part of its Dutch auction, will accept for purchase and cancellation 4,320,987 of its common shares at a purchase price of $8.10 per common share, for a total cost of approximately $35 million. The common shares will be taken up on a pro rata basis.

Bioniche, meanwhile, successfully raised over $5.7 million in gross proceeds through its own equity offering, with Bloom Burton being appointed by the agents as a selling group member.

There is much, much more to catch up on, so keep reading to get the weeks’ major stories!

The Board of Directors of Allergan, Inc. (NYSE: AGN) (“Allergan” or the “Company”) has issued a  statement in respect of Valeant’s ongoing offer for the Company. The Board has said that “There has recently been significant and potentially distracting market speculation regarding Allergan, so, as the Company’s Board of Directors, we think it is important to reiterate our unanimous perspective. Our conclusion that Valeant’s offer is grossly inadequate and substantially undervalues Allergan remains unchanged. We continue to believe strongly that Valeant’s offer does not appropriately reflect the underlying value of Allergan’s assets, operations and prospects, including Allergan’s industry-leading franchises of global scale and its projected growth opportunities.” Goldman, Sachs & Co. and BofA Merrill Lynch are serving as financial advisors to the Company and Latham & Watkins, Richards, Layton & Finger, P.A. and Wachtell, Lipton, Rosen & Katz are serving as legal counsel to the Company. Also, Pershing Square Capital Management, L.P. (“Pershing Square”) and Valeant Pharmaceuticals International Inc., (TSE:VRX) announced an agreement with Allergan, Inc. (NYSE:AGN) (“Allergan”) to settle pending litigation before the Delaware Court of Chancery. Pursuant to the settlement, Allergan has agreed to unconditionally call and hold a special meeting of its shareholders on December 18, 2014.

Calyx Bio-Ventures Inc. (TSX-V: CYX) (“Calyx”) announced that it has entered into definitive agreements to acquire Cannigistics Agri-Solutions Corp. (“Cannigistics”), a company focused on bringing sophisticated, versatile, and flexible technology solutions to advanced indoor agriculture.

Valeant Pharmaceuticals International Inc., (TSE:VRX) announced that its wholly owned subsidiary, Valeant Pharmaceuticals International, will redeem all of the outstanding $500.0 million aggregate principal amount of its 6.75% Senior Notes due 2017, CUSIP Nos. 91911XAL8, U9098VAD4 (the “Notes”) on October 15, 2014 and has mailed an irrevocable notice of redemption for the Notes.

Prism Medical Ltd.(TSX-V: PM) (“Prism”) announced the results of its Dutch auction substantial issuer bid to repurchase up to $35 million worth of its common shares (the “Offer”), which expired at 5:00 pm (EST) on September 17, 2014. These are preliminary results based on the report of Equity Financial Trust Company, the depositary for the Offer, and on the assumption that all deliveries of common shares will be duly completed. Prism will accept for purchase and cancellation 4,320,987 of its common shares in the capital of Prism at a purchase price of $8.10 per common share, for a total cost of approximately $35 million in accordance with the terms of the Offer. These shares represent approximately 48% of the common shares outstanding as of September 17, 2014. After the repurchase, approximately 4.7 million common shares will remain outstanding.A total of 5,346,979 common shares were tendered to the Offer. 4,341,379 common shares were tendered at prices at or below the purchase price of $8.10 per common share. In accordance with the terms of the Offer, the common shares will be taken up on a pro rata basis such that shareholders who deposited common shares at or below the purchase price of $8.10 per common share, will have approximately 99.5% of the common shares they tendered purchased for cancellation.

Agrisoma Biosciences Inc. an agriculture technology company, announced the first closing of its Series A financing round, expected to total $8 million through 2014.  The funding round was led by Cycle Capital Management and included participation of BDC Venture Capital, one of Agrisoma’s current equity investors.

Bioniche Life Sciences Inc. (the “Company”) (TSX:BNC), a late stage biotechnology company, has closed its previously announced equity offering (the “Offering”) of 25,070,000 units (the “Units”) priced at $0.23 per Unit for total proceeds of $5,766,100, including the over-allotment option, which was fully exercised by the Agents (as defined below) concurrently with the completion of the Offering. Each Unit consists of one common share (a “Common Share”) and one-half of a warrant (each whole warrant, a “Warrant”). Each Warrant will entitle the holder to purchase one Common Share at a price of $0.30 for a period of 60 months from the date hereof. The Units were issued pursuant to an agency agreement between the Company and Dundee Securities Ltd., as lead agent, Clarus Securities Inc. and Euro Pacific Canada Inc. (collectively, the “Agents”) on a best efforts basis. Bloom Burton & Co. Inc. was appointed by the Agents as a selling group member. In connection with the Offering, the Agents received a cash fee equal to 7% of the gross proceeds realized by the Company and compensation options exercisable to purchase, in the aggregate, that number of Common Shares which is equal to 7% of the number of Units issued pursuant to the Offering at a price of $0.29 per Common Share, for a period of one year from the date hereof. After deducting the Agents’ cash fee and other expenses, the Company’s net proceeds from the Offering are approximately $5.27 million.

Supreme Pharmaceuticals Inc. (“Supreme” or the “Company”) (CSE:SL) announced that it has closed the first tranche of its previously announced unit financing for total gross proceeds of $2,239,232.50 (the “Financing”). At closing, Supreme issued 8,956,930 Units (comprised of 8,956,930 common shares of the Company (“Common Shares”) and 4,478,465 Common Share purchase warrants (“Warrants”)) at a price of $0.25 per Unit. Each Warrant is exercisable for one Common Share at a price of $0.50 per share prior to September 22, 2015, subject to an accelerated expiry period upon 30-days notice by the Corporation to the subscriber, if the Common Shares trade at or above $0.70 for any five (5) day period during the term of the Warrants. Directors, senior officers and other insiders of the Corporation purchased an aggregate of 660,000 Units pursuant to the Financing. The Company paid finder’s fees of $65,320 and issued 287,280 Warrants to certain arm’s-length parties in the connection with the subscriptions of certain subscribers who participated in the private placement.

STEMCELL Technologies has received $949,500 in repayable assistance from the Western Innovation (WINN) Initiative for an exciting project to develop tools and assays for three-dimensional (3D) cell culture. Led by Dr. Steven Woodside, Director of Particle Chemistry and Engineering, and Dr. Eric Jervis, Principal Scientist, the project builds on STEMCELL Technologies’ extensive experience in developing culture systems and specialized cell culture media for life science research.

Premier Diagnostic Health Services Inc. (“Premier” or the “Company”) (CSE:PDH) announced that the second tranche of a private placement offered by its subsidiary, Premier Diagnostic Center (Vancouver) Inc. (the “Subsidiary”) closed on September 22, 2014. The second tranche was for a total of gross proceeds of $75,000, and the offering of $500,000 was fully subscribed. The Subsidiary offered for sale, by way of private placement, up to 500,000 Class A Preferred Shares (“Subsidiary Shares”) at $1.00 per share for aggregate gross proceeds of $500,000. Each of the Subsidiary Shares is convertible into twenty common shares of the Company (“Conversion Shares”) for two years from the date of issuance. Declared and unpaid dividends on the Subsidiary Shares, payable by the Subsidiary, may also be converted into common shares of the Company at $0.05 per share. Neither Premier nor the Subsidiary paid any finder’s fees in connection with the issuance, and the Subsidiary Shares will be subject to a hold period. Two insiders of Premier subscribed for the entirety of the second tranche of the offering. The Subsidiary intends to use proceeds of the financing to upgrade its medical diagnostic equipment and clinic facilities in Burnaby, B.C. and for general working capital.

Calyx Bio-Ventures Inc. (TSX-V: CYX) (“Calyx” or the “Company”) announced a non-brokered private placement of up to 6,000,000 common shares of Calyx (“Calyx Shares”) at a price of $0.05 per Calyx Share for cash proceeds of up to $300,000 (the “Private Placement”). The Company may pay cash finders’ fee of up to 7% and issue finders’ warrants of up to 5% of the number of Calyx Shares placed, on all or a portion of the Private Placement. Any finders’ warrants issued will enable the holder to purchase one Calyx Share for a period of one year at a price of $0.15. The funds raised from the issuance of the Calyx Shares will be for general working capital and corporate development purposes.

Kane Biotech Inc. (TSX-V: KNE) (the “Corporation”) announced that on September 23, 2014, it issued 254,178 common shares of the Corporation (“Common Shares”) in payment of $12,708.91 in interest owing on the Corporation’s $500,000 2 year 10% convertible redeemable unsecured note (the “Note”) as at September 18, 2014. Pursuant to the terms of the Note, the Corporation has the option to issue Common Shares in lieu of cash in payment of interest on the Note at a deemed price per share equal to the market price of the Common Shares on the applicable interest payment date, subject to the approval of the TSX Venture Exchange (the “Exchange”).

IMRIS Inc. (NASDAQ: IMRS; TSX: IM) (“IMRIS” or the “Company”) announced it has entered into a Waiver and Amendment Agreement with Deerfield Management Company, L.P. (“Deerfield”) with respect to the Facility Agreement dated as of September 16, 2013.  Deerfield has agreed to waive the enforcement of the requirement under the Facility Agreement that the Company have cash and cash equivalents at the end of any calendar quarter greater than $7,500,000 for the period commencing July 1, 2014 and ending September 30, 2014. In the ordinary course of its business, as a result of the high dollar value associated with each of the Company’s sales, the timing of cash receipts and revenues recorded from quarter to quarter vary significantly.  There is uncertainty in the amount of accounts receivable that will be collected by September 30, 2014, therefore, the Company proactively sought the waiver so as to avoid a potential breach of the requirement. On September 16, 2013, pursuant to the Facility Agreement, Deerfield was issued warrants to purchase 6.1 million shares of IMRIS common stock at an exercise price of $1.94 per share. In connection with the waiver, the Company has agreed to change the exercise price of the warrants to $0.70 per share, representing the closing trading price of the common shares on NASDAQ as of September 23, 2014.

MedGenesis Therapeutix Inc. (“MedGenesis”), a privately held biotechnology company focused on the development and precision delivery of definitive treatments for neurologic diseases, announced that it has entered into an agreement with Pfizer Inc. (“Pfizer”), granting Pfizer an exclusive, worldwide option to license its glial cell line-derived neurotrophic factor (GDNF) protein and convection enhanced delivery (CED) technology to be used in research for potential treatments for Parkinson’s disease.

Prollenium Medical Technologies Inc., a Canadian company based out of Aurora, Ontario, has acquired the rights to distribute the complete Alyria Skin Optimizing System in Canada. As of September 22nd, the prestige skincare line was transferred over to Prollenium for marketing and distribution.

SQI Diagnostics Inc. (TSX-V: SQD) (OTCQX: SQIDF), a life sciences company that develops and commercializes proprietary technologies and products for advanced microarray diagnostics, announced that its common shares have been approved for trading in the United States on the OTCQX marketplace (“OTCQX”).  Trading is expected to commence on September 17, 2014 on the OTCQX under the symbol SQIDF.  The Company will continue to trade on the TSX Venture Exchange under its existing symbol SQD.

ProMetic Life Sciences Inc. (TSX: PLI) (OTCQX:PFSCF), (“ProMetic” or the “Corporation”) announced that it will be added to the S&P/TSX SmallCap Index (“Index”), effective after the close of trading on Friday, September 19, 2014, as the result of the annual review of the Index.

VANC PHARMACEUTICALS INC. (the “Company” or “VANC”) (TSX VENTURE:NPH)(OTCQB:NUVPF) announced that its name has been changed with the Finance Industry Regulatory Authority in the US from Nuva Pharmaceuticals Inc. to Vanc Pharmaceuticals Inc. The trading symbol remains the same and is NUVPF. This symbol is effective with all quote providers servicing US exchanges.

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