The Cross-Border Biotech Blog

A busy week in Canadian deals, with Paladin Labs in a global transaction with SpePharm; M&A activity from therapeutics and consulting companies; the last of the SIFT/SR&ED deals; over $20 million of new offerings from BioSign, Bradmer and YM; government funding for Medicago and Isotechnika; a new standby equity deal from Yorkville for Allon; and the closing of the first deal of the rest of BioMS’ new life.

Paladin Labs’ SpePharm Tie-Up, Normal Course Issuer Bid

Paladin Labs Inc. (TSX: PLB) announced a strategic investment in SpePharm Holding B.V., which acquires, registers and markets specialty medicines throughout Europe.  Paladin will invest €4 million through a secured convertible debenture.  Conversion would provide Paladin with an approximate 10% equity interest in SpePharm. 

On the licensing side, Paladin will get exclusive rights to Savene® for South Africa and Israel and SpePharm and Paladin also grant each other reciprocal rights in their respective geographies flowing from future product acquisitions or licensing transactions.  Paladin may also place a representative on SpePharm’s supervisory board.

Paladin also announced TSX approval to carry out a normal course issuer bid, authorizing Paladin to purchase up to 1,102,000 common shares (approximately 10% of its public float) for twelve months beginning March 3, 2010.

M&Eh

• IntelGenx Corp. (TSXV: IGX) entered into a Letter of Intent with Cannasat Therapeutics Inc. (TSXV: CTH).  IntelGenx would acquire a fifty percent ownership interest in Cannasat and an exclusive worldwide license to develop and commercialize Relivar for the treatment of various diseases including neuropathic pain.  The LOI also lays out terms for shared milestones and royalties generated by sublicensing Relivar.  On completing a definitive licensing agreement, which would be subject to Board approval by both parties, IntelGenx would forgive approximately $231,000 of debt owed by Cannasat.
• Intrinsik Health Sciences Inc., provider of toxicology, product development and regulatory affairs consulting services, announced the acquisition of Carexa Incorporated, which provides similar consulting services in North America and Europe.  Dr. Jan Sedgeworth has been appointed to the position of Vice President, Regulatory Affairs.  Details of the acquisition were not disclosed.
• CombinatoRx (NASDAQ: CRXX) received FDA approval for Exalgo™ extended-release tablets triggering a $40 million milestone payment from Covidien Ltd. (NYSE: COV), under the Neuromed-CombinatoRx merger agreement.
• Sonomax Hearing Healthcare Inc. (TSXV: SSH) completed its Arrangement with Benvest New Look Income Fund (TSX: BCI.UN), in what, following last week’s budget, will be the last of the SIFT/SR&ED deals.  Shares of Sonomax Technologies will trade on the Venture exchange under the trading symbol “SHH”.

Securities

• Biosign Technologies Inc. (CNSX: BIO) intends to raise up to $4.5 million through a brokered private placement of common shares at a price per share of $0.75.  Dundee Corporation will act as lead agent along with Canaccord Financial Inc. as co-agent.
• Allon Therapeutics Inc. (TSX: NPC) entered into a standby equity distribution agreement with YA Global Master SPV Ltd., a fund managed by Yorkville Advisors, LLC.  Yorkville has committed to provide up to $10 million of equity capital over the next three years, if an when drawn at Allon’s discretion.  There are no restrictions on Allon’s corporate finance or strategic activities during the term of the agreement.  Newly issued common shares will be priced at a 5% discount to the five day VWAP, and are subject to a minimum price set by the Company in advance.
• Bradmer Pharmaceuticals Inc. (TSX: BMR) intends to raise up to $1,000,000 by issuing up to 10,526,315 common shares at a price of $0.095 per share, by way of private placement.  Completion is subject to approval by the Toronto Stock Exchange, which has determined to delist the shares of Bradmer at the close of market on March 5, 2010 for failure by Bradmer to meet the minimum listing requirements of the TSX.  An extension has been granted to March 26, 2010, in order to allow Bradmer to complete the offering.  Bradmer has applied to have its shares listed on the NEX board of the TSX Venture Exchange, following delisting from the TSX. 
• YM Biosciences Inc. (Amex: YMI) (TSX: YM) launched a US$15 million registered direct offering of units at a price of US$1.20 per unit, each unit consisting of one common share and one half of one (5-year US$1.60) warrant. 
• TSO3 Inc. (TSX: TOS) closed its public offering of 10,000,000 common shares (announced last week).

Government Funding

• Medicago Inc. (TSXV: MDG) announced that, together with the Research Institute of the McGill University Health Centre, it has been awarded a $300,000 research grant from CIHR to study the mechanisms of plant-made virus-like particles with a focus on the nature of the immune response induced.
• Isotechnika Pharma Inc. (TSX: ISA) received approval for $237,069 of funding from the National Research Council’s Industrial Research Assistance Program for its Non-Immunosuppressive Cyclosporin Analog Molecules (NICAM) program. The grant will support the development progress of the NICAM program which is part of an emerging therapeutic field that targets large and growing markets.

BioMS-Spectral, etc.

Spectral Diagnostics Inc. (TSX: SDI) received shareholder approval for its private placement 48,750,000 units for gross proceeds of $19.5 million.  Shareholders also approved of the proposed issuance of 2,890,625 common shares to GrowthWorks Canadian Fund Ltd., at a deemed price of $0.40 per common share, as full repayment and final settlement of a non-interest bearing, unsecured promissory note in the principal amount of $1,156,250 dated June 19, 2006.  Spectral subsequently announced the closing of the private placement.  BioMS Medical Corp. (TSX: MS) announced it had acquired over 30,000,000 common shares and 15,000,000 common share purchase warrants of Spectral pursuant to the above private placement, giving BioMS a 39.57% equity interest in Spectral, and a 49.55% equity interest if BioMS exercises all of its common share purchase warrants in Spectral.

Thanks again to Jacob Cawker for help with this week’s Deal Review!