Welcome to your Monday Biotech Deal Review for April 2, 2012. There have been few large transactions over the previous weeks, but there have been some private placement financings and M&A activity, including the announcement of a takeover by Valeant of Russian-based Natur Product International for approximately $180M. Read on to learn more.
RepliCel Life Sciences Inc. (OTC: REPCF) has closed a US$1,134,063 private placement of 876,042 (US$1.50) units, each comprised of one common share and one (2-year, US$2.50) warrant. RepliCel intends to complete additional tranches in the coming weeks on the same terms. Proceeds will be used for general working capital.
Miraculins Inc. (TSXV: MOM) has closed a $2,452,292 private placement of 22,293,559 ($0.11) units, each comprised of one common share and a half warrant (each whole warrant exercisable for 2-years at $0.16), callable if, following four months from issuance, the shares trade at or above $0.25 for any 5 our of 10 consecutive trading days. Proceeds will be used for general corporate purposes. Finder’s fees of 8% were issued in connection with the placement.
Microbix Biosystems Inc. (TSX: MBX) has closed a $781,250 non-brokered private placement of 2,893,516 ($0.27) units, each comprised of one common share and a (2-year, $0.40) warrant. 97,125 (2-year, $0.36) finders warrants were issued in connection with the placement.
Critical Outcome Technologies Inc. (TSXV: COT) has completed the first tranche of a $500,000 non-brokered private placement of 3,125,000 ($0.16) units, each comprised of one common share and a (18-month, $0.30) warrant. Finder’s fees of $25,270 and 157,938 finder’s warrants with the same terms as above were paid in connection with the placement.
Sirona Biochem Corp. (TSXV: SBM) has completed its $1,406,500 private placement of 14,065,000 ($0.10) units, each comprised of one common share and a (2-year, $0.18) warrant. Sirona paid $76,000 and 760,000 (2-year, $0.18) warrants in finders fees. Proceeds will be used for general working capital.
Biotonix (2010) Inc. (TSXV: BTX) has completed the first tranche of its previously announced $300,000 private placement (covered here), issuing 2,799,997 ($0.075) units for proceeds of $210,000. Each unit is comprised of one common share and a (5-year, $0.115) half warrant. Proceeds will be used to finance the costs of the proposed reverse takeover of Biotonix by Atmanco.
Annidis Corporation (TSXV: RHA) has closed its previously announced $2 million brokered private placement of 5,050,000 ($0.40) units (covered here), each comprised of one common share and a half warrant, each whole warrant exercisable for 3-years at $0.80. The placement was led by Newport Private Wealth Inc., which is entitled to a 3% commission, and a 5% finders fee. Annidis has also entered into an agreement to settle $600,000 in convertible debentures due April 1, 2012, by way of issuing 2,107,392 ($0.40) units, each comprised of one common share and a (3-year, $0.80) half warrant.
Arch Biopartners Inc. (CNSX: ACH) intends to raise $250,000 via a non-brokered private placement of 625,000 ($0.40) units, with each unit comprised of one common share and a (2-year, $0.60) warrant. Proceeds will be used for working capital and general corporate purposes.
Valeant Pharmaceuticals International, Inc. (NYSE: VRX, TSX: VRX) will acquire Natur Produkt International, JSC, a Russian specialty pharmaceutical company, for approximately $180 million and $5 million in future milestones.
Valeant has also signed an agreement to acquire certain assets from Gerot Lannach, an Austrian branded generics pharmaceutical company. Approximately 90% of sales relating to these assets are in Russia, and in other countries including Kazakhstan and Uzbekistan. Gerot Lannach’s largest product is a low dose aspirin. Valeant will acquire the assets for less than three times sales, with up to an additional $20 million in prospective milestone payments, based upon future performance objectives. Valeant and Gerot Lannach will also enter into a strategic partnership that will include a ten-year exclusive supply agreement for the acquired products and the opportunity for Valeant to introduce additional Gerot Lannach products emerging markets in South East Asia and Latin America.
Valeant has also acquired a 19.9% minority equity investment in Pele Nova Biotecnologia S.A. a Brazilian research company focused on tissue regeneration, for less than $10 million. Valeant will have representation on Pele’s board, a reduced royalty rate for Regederm (a biologic wound healing product), rights to all future products in Brazil, and the first right of refusal for global product rights.
Gamma-Dynacare Medical Laboratories has entered into an agreement to acquire LifeLabs Quebec on April 28, 2012, with Gamma-Dynacare assuming responsibility for laboratory testing and Patient Services Centre operations on April 30, 2012.
Abattis Biologix Corporation (CNSX: FLU) has closed the previously announced share exchange agreement with Animo Wellness Corporation and its shareholders (covered here), for the acquisition of 100% of the outstanding shares of Animo.
Abattis Biologix Corporation (CNSX:FLU) has entered into a share exchange agreement with Animo Wellness Corporation and its shareholders to acquire 100% of Animo in exchange for 500,000 ($0.07) Abattis shares and $25,000, and subsequently closed this previously announced transaction (covered here).
Amorfix Life Sciences Ltd. (TSX: AMF) has exercised its option to acquire the SOD1 technology it had licensed to an officer and sublicensed for the treatment of amyotrophic lateral sclerosis and for vaccine applications, in exchange for 444,444 units comprised of one common share and a (3-year, $0.50) warrant, with a (20-day, >$1.00) trigger. Amorfix has also closed the second and final tranche of a previously announced $79,280 non-brokered private placement of 352,355 ($0.225) units with the same terms as above. Amorfix paid a cash finder’s fee of $3,546 and issued 15,760 finder’s warrants, with the same terms as above.
Bioniche Life Sciences Inc. (TSX: BNC) has accepted an offer of a US$20 million financing from Capital Royalty L.P. to facilitate corporate growth and support capital requirements. The 5-year loan accrues interest at 15% with a portion deferred and capitalized for the first three years of the term of the loan, and a 2% royalty interest will be paid on all product sales revenues for the term of the loan.
Licensing and Other Commercial Developments
Bioniche Life Sciences Inc. (TSX: BNC) has entered into a distribution agreement with a U.S.-based veterinary pharmaceutical company to expand Bioniche’s product offerings in Australia. The supplier is providing Bioniche with exclusive distribution rights for four registered injectable animal health products in Australia.
RXT 110 Inc. (CNSX: RXT) has entered into an amended and restated license agreement that adds a co-licensor and additional intellectual property to the previously announced agreement. Aggregate interim license consideration has increased to $300,000. RXT has also exercised its right to convert the interim license into an assignable, transferable, perpetual, worldwide exclusive license. In connection with the exercise of the right to acquire the license, RXT will issue 20,000,000 fully paid and non-assessable class A shares.
Special thanks to Keldeagh Lindsay for help with this Monday Biotech Deal Review!