The Cross-Border Biotech Blog

Biotechnology, Health and Business in Canada, the United States and Worldwide

Monday Deal Review: December 17, 2012

Welcome to your Monday Biotech Deal Review for December 17, 2012.  This week saw the completion of a number of previously announced acquisitions, as well as the announcement of new ones. The latter group includes Gilead’s acquisition of YM Biosciences and Helix’s sale of Rivex to Pharmascience. See the details on these major transactions, as well as the past week’s other biotech news, by clicking through.

M & Eh

Gilead Sciences, Inc. (Nasdaq: GILD) and YM BioSciences Inc. (NYSE MKT: YMI, TSX: YM) have announced that the companies have signed a definitive agreement under which Gilead will acquire YM for U.S.$2.95 per share in cash.  The transaction has received the unanimous approval of YM’s Board of Directors, and values YM at approximately U.S.$510 million, with YM reporting C$125.5 million in cash and cash equivalents as of September 30, 2012. Gilead plans to fund the acquisition with cash on hand.  The transaction is expected to close in the first quarter of 2013.

Patheon Inc. (TSX: PTI) has announced that it has completed its acquisition of Banner Pharmacaps, a specialty pharmaceutical business dedicated to the research, development and manufacturing of unique gelatin-based dosage forms. The acquisition was structured as a purchase of all of the shares of the entities through which Banner conducts its operations for a purchase price of approximately U.S. $255 million, subject to adjustment for working capital and pay-off amounts for existing debt and transaction expenses.  In connection with the closing of the acquisition, Patheon completed its previously announced refinancing, pursuant to which it entered into U.S. $660 million senior secured facilities, comprised of a U.S. $575 million term loan facility and a U.S. $85 million revolving facility.

Valeant Pharmaceuticals International, Inc. (NYSE: VRX and TSX: VRX) has announced the completion of its acquisition of Medicis Pharmaceutical Corporation following the approval of the transaction by stockholders of Medicis at the special meeting held on December 7, 2012. Valeant acquired all of the common stock of Medicis outstanding at the time of the completion of the acquisition, for $44.00 per share in cash.

Warnex Inc. (TSX-V:WNX) successfully completed the previously announced sale of its Bioanalytical Services division to Biotrial Research S.A.S., a privately-owned contract research organization headquartered in Rennes, France. A special resolution approving the Transaction was adopted with the support of over 96.3% of the votes cast by shareholders at the annual and special meeting of shareholders of the Corporation held on December 10, 2012. As a result of the closing of the Transaction, the listing of Warnex’s common shares is expected to be transferred from the TSX Venture Exchange to the NEX.

Helix BioPharma Corp. (TSX: HBP) has announced that it has entered into a definitive agreement for the sale of its Rivex Pharma division to Pharmascience Inc. for gross cash proceeds of up to $8.5 million. The proceeds from the sale would provide a significant infusion of cash to Helix, which Helix will use to fund its ongoing research and development and other operating activities.  The Rivex transaction has been unanimously approved by Helix’s board of directors and is subject to the approval of Helix’s shareholders and certain other customary closing conditions. The board of directors has called an annual and special meeting of shareholders to be held on January 24, 2013 at which Helix will seek shareholder approval of the Rivex transaction. If approved by shareholders, Helix expects that the Rivex transaction will close in late January 2013.

Investments

Kane Biotech Inc. (TSX-V:KNE) has announced closing of the Corporation’s previously announced non-brokered private placement offering units at a price of $0.08 per unit. Each unit is comprised of one common share of the Corporation and one share purchase warrant. Each warrant entitles the holder thereof to purchase one share at a price of $0.15 per share for a period of 12 months from the date of issuance of the warrant. At the closing the corporation issued 18,035,000 units for aggregate gross proceeds of $1,442,800.

Calyx Bio-Ventures Inc. (TSX-V:CYX) it closed the remainder of the private placement first announced on October 23, 2012. The financing consisted of the sale of up to 13,333,333 units at a price of $0.30 per unit for gross proceeds of $4 million. The second tranche closing consisted of the sale of 5,169,666 units at a price of $0.30 per unit for gross proceeds of $1,550,900. A first closing of the financing took place on November 9, 2012, and consisted of the sale of 8,163,999 units of the Company at a price of $0.30 per unit for total gross proceeds of $2,449,199. In aggregate between the first and second closing of the financing, the company sold 13,333,665 units for gross proceeds of $4,000,099. Each unit comprises one common share of the company and one half of one common share purchase warrant. Each warrant is exercisable into one common share of the company for a period of 12 months from closing at an exercise price of $0.60.

Patheon Inc. (TSX: PTI) has announced that the early tender deadline expired at 5 p.m., New York City time, on December 7, 2012 for the previously announced cash tender offer for any and all of its outstanding 8.625% Senior Secured Notes due 2017. Holders who validly tendered their notes at or prior to the early tender deadline and who did not withdraw their notes prior to the withdrawal deadline will, if their Notes are accepted for purchase, receive the total consideration equal to $1,085.07 per $1,000 principal amount of Notes, which includes an early tender payment of $50.00 per $1,000 principal amount of notes.

The MaRS Cleantech Fund is pleased to announce the completion of a venture deal with Woodland Biofuels, positioned to become North America’s lowest-cost producer of ethanol.

Medicago Inc. (TSX: MDG) has announced that it has been awarded a non-refundable contribution of up to $493,000 from the National Research Council of Canada Industrial Research Assistance Program (NRC IRAP).  The funding will support the development of new potency assays and process analytical technologies for Medicago’s pandemic and seasonal influenza VLP vaccine candidates.

Licensing and Other Commercial Agreements

Helix BioPharma Corp. (TSX: HBP) has announced that Helix and Merck (NYSE:MRK), known as MSD outside the United States and Canada, have agreed to terminate their collaboration under the Material Transfer and License Option Agreement, originally entered into between Helix and a Merck subsidiary in December 2000, for the development of pharmaceutical products containing Topical Interferon Alpha-2b. The termination of the agreement between Merck and Helix means that Merck will no longer have the option to license Helix’s Biphasix™ technology and phases out Merck’s supply commitment with respect to interferon-alpha 2b. The termination allows Helix to seek alternate suppliers of interferon-alpha 2b to meet supply needs for Helix’s planned U.S. Phase II/III and European Phase III clinical trials.

Paladin Labs Inc. (TSX:PLB) has announced that it has entered into an exclusive distribution agreement for Emtrix®, a novel, over-the-counter product for the local treatment of fingernail and toenail fungal infections (onychomycosis) in Canada. Under the terms of the agreement, Paladin has been granted the exclusive rights to market and sell Emtrix® in Canada. Emtrix® is an over-the-counter, topical product with a unique mechanism of action that generates visible improvements within 2-4 weeks of treatment. Financial details related to the agreements were not disclosed.

Thallion Pharmaceuticals Inc. (TSX:TLN) has announced that it has received notice from the TSX Venture Exchange that Thallion’s common shares will commence trading on the TSX-V at the opening of market on December 12, 2012. Thallion’s common share trading symbol will remain unchanged.

Medifocus Inc. (TSX-V:MFS) has announced that, due to investor demand, it intends to increase the size of the non-brokered private placement of units announced on November 30, 2012. Medifocus intends to increase the offering from up to 6,666,666 units for anticipated gross proceeds of up to $1,000,000 to up to 13,333,333 units for anticipated gross proceeds of up to $2,000,000. The terms of the offering otherwise remain unchanged and each unit, to be issued at $0.15 per unit, will be comprised of one common share and one Series D common share purchase warrant. Each warrant will entitle the holder to purchase one additional common share at a price of $0.20 for a period of 24 months following the completion of the offering.  

One response to “Monday Deal Review: December 17, 2012

  1. Pingback: Monday Deal Review: January 21, 2013 « The Cross-Border Biotech Blog

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