Welcome to your Monday Deal Review. There was quite a bit of Canada / U.S. crossborder investment activity last week, with a $700M note offering by Valeant, IMRIS’ USD$52M public offering, and both IMRIS and Tekmira announcing their listing on the NASDAQ. Read on to learn more, as well as the usual summaries of recent biotech activity.
A wholly-owned indirect subsidiary of Valeant Pharmaceuticals International, Inc. (NYSE: VRX) (TSX: VRX) is launching an offer of approximately $700M aggregate principal amount of senior unsecured notes. The proceeds will be used to repay its tranche B term loan facility and general corporate purposes. The notes will be offered in Canada on a prospectus-exempt basis, and will be offered to qualified institutional buyers in the U.S. under Rule 144A Of the Securities Act of 1933.
IMRIS Inc. (TSX: IM) (NASDAQ: IMRS) has announced terms of its previously disclosed public offering (covered here). IMRIS will sell 10,500,000 common shares and 500,000 common shares will be sold by a selling shareholder, both at a price of USD$5.00 per share, with aggregate gross proceeds to IMRIS of USD$52,500,000. Underwriters have a 30-day over-allotment option to acquire an additional 1,650,000 common shares. IMRIS also announced that it has commenced trading its common shares on the NASDAQ Global Market under the symbol “IMRS”.
Stellar Biotechnologies, Inc. (TSXV: KLH) closed a previously announced non-brokered private placement (covered here) and issued 6,213,000 units at $0.60 per unit for gross proceeds of $3,727,800. Management closed at this amount despite receiving expressions of interest in excess of that amount because current corporate financial requirements were fulfilled. Each unit consisted of one common share and a transferable share purchase warrant, exercisable at $0.90 until November 14, 2011, and $1.15 if exercised after that date, and expiring November 14, 2012. Global Market Development LLC received a cash finder’s fee of $207,360 (9% gross proceeds) and a non-transferable option to acquire 345,600 units (9% units sold), exercisable on or before November 14, 2012 at a price of $0.60.
PharmaGap Inc. (TSXV: GAP) (OTC: PHRGF) completed a private offering of 4,085,714 units for gross proceeds of $572,000. Each unit was offered at a price of $0.14 per unit, and consists of one common share and one common share purchase warrant exercisable for three years at $0.25 for the first two years, and $0.35 for the third year. Cash finder’s fees amounting to $36,375 will be paid to an arm’s length individual. SC Stormont struck a deal with the individual investors to purchase their shares at the issue price on June 30, 2011, which agreement lapses if Pharma’s shares trade for 20 consecutive trading days above $0.20 per share. Stormont also entered Securities Lending Agreements with investors and will provide them with free-trading shares in exchange for the shares acquired pursuant to this placement.
In addition to announcing third quarter results, and although the CEO stated the company continues to be in a difficult financial condition, SemBioSys Genetics Inc. (TSX: SBS) announced receipt of a non-dilutive investment of $500,000 from private not-for-profit company AVAC Ltd., bringing AVAC’s investment in the company up to $6,884,000.
Isotechnika Debenture Conversion and Licensing Agreement
Isotechnika Pharma Inc. (TSE: ISA) received notice from 3SBio, Inc., that it was seeking to convert its remaining debentures issued August 23, 2010 in the amount of USD$2.58 million. Isotechnika issued 17,516,000 common shares at $0.155 per common share to 3SBio, which now owns approximately 18.8% of the issued and outstanding shares of Isotechnika.
Isotechnika also entered a development, distribution and license agreement with ILJIN Life Science Co., Ltd. (a member of the ILJIN Group) for the commercial development of Voclosporin. Under the deal, ILJIN will provide a $5 million license fee and will purchase three tranches of Isotechnika common shares by private placement totalling 90,700,000 common shares, the proceeds of which will be used by Isotechnika to fund a single phase III clinical trial of voclosporin in kidney transplantation. TSX rules require a special meeting of shareholders to approve the private placement, which is expected to be held December 15, 2010.
In exchange, Isotechnika has granted to ILJIN the exclusive license to voclosporin for transplant and autoimmune indications in the U.S. and other regions outside Canada, Israel, South Africa, Europe, China, Taiwan and Hong Kong. Isotechnika retains rights to develop and commercialize Voclosporin in Europe. Paladin Labs, Inc., which holds patents and patent applications relating to voclosporin pursuant to agreements between Isotechnika and Paladin, also entered an agreement with ILJIN to sell 12.5 million common shares of Isotechnika to ILJIN at closing.
Bioniche $4M Milestone Achievement
Bioniche Life Sciences Inc. (TSX: BNC) achieved a milestone payment of USD$4.0 million from Endo Pharmaceuticals Inc. (NASDAQ: ENDP), triggered by Urocidin™ reporting positive 1-year data from its Phase III trial. The payment is made pursuant to a licensing agreement executed by the parties in July, 2009. Four development milestones have been achieved by Bioniche to date, with payments totalling USD$18 million.
Cyplasin Biomedical (OTC: CPBM) (FRA:XYI1) selected Aurobindo Pharma in Hyderabad, India to supply the active pharmaceutical ingredient for its Ribavirin drug product called C-Virin.
Arch Biopartners Inc. (CNSX: ACH) (OTC:FOIFF) has negotiated an option to purchase the 1/3 minority interest in its subsidiary Colorado Cancer Therapeutics Inc, exercisable until May 20, 2013. Under the deal, the two minority shareholders granted the right to the company to purchase their shares in return for 500,000 common shares each in the capital of Arch Biopartners, at a deemed price of $0.80 per common share. Arch also changed its financial year-end from December 31 to September 30, which is aligned with the year end of its subsidiaries.
Critical Outcome Technologies (TSXV: COT) was selected to participate in the Ontario Securities Commission’s normal course compliance monitoring process for a full review of its continuous disclosure record. As a result, the company filed CEO and CFO certifications respecting annual filings for the company’s fiscal year ended April 30, 2010 that were not previously filed, as well as an amended Statement of Executive Compensation including certain required information that was missing from the company’s Management Information and Proxy Circular filed October 1, 2010.
CardioComm Solutions, Inc. (TSXV: EKG) granted 950,000 incentive stock options to independent directors pursuant to its Omnibus Share Compensation Plan. The options are exercisable at $0.10 per share for five years from date of grant, and will vest equally over 18 months.
Tekmira Pharmaceuticals Corporation (TSX: TKM) (NASDAQ: TKMR) will be trading on the NASDAQ Capital Market under the symbol “TKMR”.
Advanced Proteome Therapeutics Corporation (TSXV: APC) entered an agreement for a feasibility study with a global pharmaceutical company to evaluate the company’s proprietary cross-linking technologies. Specific terms were not disclosed.