Welcome to your Monday Biotech Deal Review for September 19, 2011. Of note in the past week was the extension of the hostile bid by Paladin Labs of Afexa Life Sciences to September 28th, the application by Merus to graduate to the TSXV, and the filing by Allon Therapeutics of a short-form preliminary prospectus. Read on to learn more.
Allon Therapeutics Inc. (TSX: NPC) has filed a short form preliminary prospectus in respect of an overnight marketed offering of units. Each unit is comprised of one common share and a portion of a warrant. The offering is being led by GMP Securities L.P. The units will be offered in each province of Canada aside from Quebec by way of a short-form prospectus, and in the United States on a private placement basis. The units will also be offered on a private placement basis in certain jurisdictions outside of Canada and the United States. Prior to the offering, Allon Therapeutics had 78.8 million common shares issued and outstanding. Unit amount, price and exercise price will be determined in the context of the market. Underwriters are to receive an option to purchase units/warrants up to 15% of the units sold. The transaction is expected to close around October 4, 2011. Proceeds will be for clinical trial activities of Allon’s neuroprotective drug davunetide, and general administrative expenses, working capital and general corporate purposes.
Seprotech Systems Incorporated (TSXV: SET) has announced a non-brokered private placement offering of common shares at $0.05 per share for proceeds up to $600,000, to be used as working capital, funding overhead and repayment of trade and bank debt. Companies controlled by a Seprotech insider are expected to participate for up to 25% of the offering.
Advitech Inc. (TSXV: AVI) and Natunola Health Biosciences Inc. (TSXV: NHI) have changed the terms of the previously announced proposed private placement, which is a condition precedent to their proposed merger. Under the new terms, Advitech will issue a minimum of 116,666,667 ($0.03) units, each comprised of one common share and one half of one (3-year, $0.04) warrant. Two limited partnership shareholders of Advitech have indicated that they may acquire 25% or more of the issued units. Bloom Burton & Co. has been jointly retained as agent, and will receive a 7% cash fee, (2-year, $0.03) warrants equal to 7% of shares issued pursuant to the offering, and a $100,000 work fee, payable in cash or shares at the option of Advitech.
Premier Diagnostic Health Services Inc. (CNSX:PDH) has further extended its August 22, 2011 offering to accredited investor shareholders, for 3,125,000 ($0.08) units for a total of $250,000. Each unit consists of one common share and one (2-year, $0.10) warrant. The offering will now expire on Sept 21, 2011, instead of September 14, 2011.
Immunotech Inc. (TSXV: IMM), a has closed its debt financing with TD Bank Group, consisting of an operating loan up to $1,250,000 and a committed term facility of $2,200,000, and will replace in its entirety the existing credit facility and demand loan that was in place with another financial institution.
Paladin Labs Inc. (TSX: PLB) has extended the expiry of its offer (covered here) for any and all of the outstanding common shares of Afexa Life Sciences Inc. (TSX: FXA) until 8:00 p.m. (Toronto time) on September 28, 2011. All other terms of the offer remain unchanged. The extension allows the offer to remain open until after the Alberta Securities Commission hearing into Paladin’s application to cease trade Afexa’s two shareholder rights plans (dated January 25, 2010 and August 12, 2011). The ASC hearing is scheduled for September 23, 2011.
Imperial Ginseng Products Ltd. (TSXV: IGP) has entered into an asset purchase agreement through its subsidiary Canadian Imperial Ginseng Ontario Ltd., with Chai-Na-Ta Farms Ltd, pursuant to which Imperial will acquire a ginseng drying and processing facility and other equipment in Ontario for a total consideration of $1.85 million. The transaction is expected to close January 16, 2012. If the transaction does not close due to an event not satisfied under the agreement, Imperial’s $295,000 deposit will be returned, less a $80,000 non-refundable amount.
Merus Labs International Inc., a specialty pharmaceutical company, has applied to list its common shares on the TSXV.
Licensing and Other Commercial Developments
EnWave Corporation (TSXV: ENW) has signed a R&D Agreement with an option to license with a Canadian subsidiary of Bonduelle SAS for production in Canada and the eastern United States.
The Centre for Drug Research and Development (CDRD) and the National Research Council (NRC) Canada Biotechnology Research Institute announced that they have entered into a preferred collaboration agreement to develop new antibody-based cancer therapeutics. Pursuant to the agreement, CDRD will use its biologics platform to improve the therapeutic activity of anti-cancer antibodies identified by the NRC.
Enerkem Inc., has entered into an off take agreement with Methanex Corporation (TSX: MX; NASDAQ: MEOH) for the sale of methanol to be produced at Enerkem’s Edmonton, Alberta facility. Enerkem Alberta Biofuels LP, Enerkem’s subsidiary in Edmonton, is expected to initially produce and sell methanol, and subsequently produce cellulosic ethanol from methanol.
Noveko International Inc. (TSX: EKO) has announced that its subsidiary Noveko Inc. has obtained an order worth $240,000 by Dufort & Lavigne Ltd. Dufort & Lavigne will primarily ensure the Quebec-wide sale and promotion of Microban® hand sanitizers to medical and dental clinics as well as of Noveko™ antimicrobial masks to medical clinics and hospital centres.
Special thanks to Keldeagh Lindsay for help with this week’s Monday Biotech Deal Review!