A whole gaggle of securities deals, a cluster of licenses and a flock of M&A all migrate back to Canada for summer in this week’s Monday Deal Review. Plus, a deal that may improve the medical isotope shortage.
Æterna Zentaris, Inc. (TSX: AEZ, NASDAQ: AEZS), received commitments to purchase US$10 million of units at US$1.88 per unit in a cross-border registered offering. The units are common shares + 0.35 of a warrant, with the warrants exercisable at US$2.06 starting 3 months and ending 30 months after the closing. Net proceeds are expected to be approximately US$9.25 million after deducting placement agent fees and other offering expenses. Here’s the prospectus supplement. Closing is expected this week. Rodman & Renshaw, LLC, the placement agent, gets thirty-month warrants, exercisable beginning six months after issuance, to purchase 287,234 common shares at US$2.35 per share.
PharmaGap Inc. (TSX-V: GAP) announced a non-brokered private placement of 5,387,000 units at $0.16 per unit. The units are one common share plus one 2-year $0.20 warrant. Plenty of fees spread around here: Capital Street Group got a 6.75% cash fee and 363,622 warrants on the same terms as the Private Placement for advisory and structuring services, plus 5.6% of gross proceeds and 275,695 warrants for finders fees. Northern Securities got 1.9% of gross proceeds plus 105,000 warrants as finders fees. The Private Placement has been filed under the TSX-V Expedited Private Placement Filing System (pdf, see Heading 5).
SemBioSys Genetics Inc. (TSX: SBS) announced that it filed a preliminary short form prospectus in all provinces of Canada, except Québec, for an offering of up to 21,429,000 units at $0.35 per unit. The units are one common share plus one 3-year $0.55 warrant. The syndicate is led by Acumen Capital Finance Partners Limited and includes PI Financial Corp. The closing is expected on or around July 6, 2009, subject to usual regulatory approvals. SemBioSys intends to use the net proceeds to fund the ongoing development of its Apo AI Milano program (which attracted an AVAC loan last month) and Biosimilar Insulin program (which showed bioequivalence but lost its partner).
ALERT B&C Corporation (TSXV: ACB) announced the first closing of its private placement as well as an extension of the final closing and an increase in the size of the offering. A total of 300 units were issued pursuant to a first closing on June 12, 2009, for total gross proceeds of $300,000. $50,000 was purchased by an insider of the corporation. ALERT B&C has extended the financing and increased the size of the offering to a maximum of $1,000,000 (1,000 units). Each unit consists of a $1,000 principal amount of 10% secured convertible 3-year debentures (interest payable in equity) and 10,000 common share warrants ($0.10, 36-months). The debentures will be convertible into common shares at a conversion price of $0.065 per share for the first 12 months, and $0.10 per share for the following 24 months. Forced conversion will apply if the shares trade above $0.25 for 15 consecutive days.
MedMira and the Magic Porridge Pot its Equity Line of Credit:
MedMira Inc., (NASDAQ: MMIRF, TSX-V: MIR) closed its previous equity line draw-down for net proceeds of $142,500.00 (1,999,728 shares at a discounted 10-day VWAP of $0.075 per share), and submitted the next $150,000 draw-down.
The plan of arrangement that we noted in May involving Paladin Labs (TSE: PLB) and Isotechnika (TSE: ISA) has been completed, resulting in $7.0 million of cash immediately available and $4.35 million in supported research and development funding coming in over the next 12 months.
Bionics Joint Venture:
Victhom Human Bionics Inc. (TSX: VHB) completed its previously announced deal with Otto Bock, including approval by its shareholders and debenture holders of the concurrent restructuring of its outstanding convertible debentures by way of a plan of arrangement. The plan provides for a 10:1 consolidation of Victhom’s common shares and the conversion of the 7% convertible debentures maturing in March 2010 in the capital amount of CAN$18,354,000 into a newly created class of preferred shares. Victhom has transferred its Neurobionix division to a newly created general partnership, “Neurostream Technologies General Partnership” and Otto Bock has made a concurrent CAN$12.5 million investment in the partnership, which is now owned 55.6% by Otto Bock and 44.4% by Victhom. Otto Bock will make additional contributions of CAN$17.5 million over the next 2 1/2 years.
Amorfix Life Sciences Ltd. (TSX: AMF), has in-licensed exclusive rights to the ProMIS™ target identification technology from the University of British Columbia, to predict novel epitopes on the molecular surface of misfolded proteins.
License to Amend:
Akela Pharma Inc. (TSX: AKL), coming off its merger with Nventa in May, signed an amendment to its Fentanyl TAIFUN® license and codevelopment agreement with Teikoku Seiyaku Co. Ltd. to get paid sooner. Milestone payments of up to US$2 million will be advanced to be payable earlier than originally intended, including US$200,000 immediately.
Mallinckrodt Picks Up Two Canadian Assets:
Mallinckrodt Inc., a subsidiary of Covidien (NYSE: COV), picked up U.S. rights to Neuromed’s lead candidate, Exalgo™ (hydromorphone HCl) Extended-Release tablets (press release), and to Nuvo Research Inc.’s (TSX: NRI) Pennsaid®, and its follow-on product, Pennsaid Plus® (press release).
Neuromed’s upfront, milestones and royalties were not disclosed.
Nuvo gets $10 million up-front, $15-20 million on approval (depending on labeling), “industry standard” royalties and up to $100 million for sales milestones. Mallinckrodt pays for Nuvo to supply the product and picks up all future development expenses. It also gets a ROW option for 90 days.
In one of many attempts to secure and improve the global supply of medical isotopes following the Chalk River reactor shut-down, MDS Nordion announced an agreement with the Karpov Institute of Physical Chemistry in Moscow, Russia to study the feasibility of the Karpov Institute providing MDS Nordion with a viable and reliable supply of Molybdenum-99 for the global nuclear medicine market.
JLL further extended its offer this week, which Patheon met with its own salvo, claiming that “Patheon’s shares continue to trade well above the JLL Offer.”