Welcome to your Monday Biotech Deal Review for February 11, 2013! This week saw YM Biosciences obtain the required court approval necessary before their plan of arrangement acquisition by Gilead could proceed. The transaction is essentially free to proceed by the effective date of the agreement. Cangene has acquired a hemophilia compound from the remaining assets of Inspiration Biopharmaceuticals, which is undergoing bankruptcy proceedings. Cangene paid $5.9 million for the compound. Also in the news, Stem Cell Therepuetics will undergo a plan of arrangement with Trillium Therepeutics, where the two companies will effectively be merged and continue to operate under Stem Cell’s name.
Of course, there was considerably more activity this week, so click through to get the full story!
M & Eh
YM BioSciences Inc. (NYSE Amex: YMI; TSX: YM) announced that the Supreme Court of Nova Scotia has issued a final order approving the previously announced plan of arrangement involving the company, Gilead Sciences, Inc. (Nasdaq: GILD) and 3268218 Nova Scotia Limited, a wholly-owned subsidiary of Gilead. Under the arrangement, the purchaser will acquire all of the issued and outstanding common shares of the company for cash consideration of US$2.95 per common share. In addition, holders of warrants and options will each receive a cash payment equal to the difference between US$2.95 and the exercise price of such warrants or options. Assuming all other closing conditions are satisfied or waived, it is anticipated that the arrangement will become effective on February 8, 2013. The common shares are expected to be delisted from the Toronto Stock Exchange and NYSE MKT LLC promptly following the effective date.
Cangene Corporation (TSX: CNJ) has entered into an agreement to acquire investigational hemophilia compound IB1001 and certain other assets from Ipsen (EPA:IPN) and Inspiration Biopharmaceuticals, Inc. in connection with Inspiration’s bankruptcy proceedings. The transaction is expected to close on or about February 15, 2013 and is subject to bankruptcy court approval and customary closing conditions. Under the terms of the agreement, Cangene will pay approximately $5.9 million upfront for IB1001 and other acquired assets, as well as tiered royalties on net sales and additional payments if certain sales milestones are achieved.
Stem Cell Therapeutics Corp. (TSXV:SSS) has executed a a Letter of Agreement with Trillium Therapeutics Inc. of Toronto, under which Trillium would be merged into Stem Cell Therapeutics Corp. (“SCT”) by way of a three-cornered amalgamation or plan of arrangement with a newly-created SCT subsidiary. In addition, SCT announces that its Board of Directors has authorized the implementation of a share consolidation approved by its shareholders at the special meeting held on December 20, 2012 at a ratio of 1 post-consolidation common share for 10 pre-consolidation common shares. Pursuant to the Letter of Agreement, the security holders of Trillium will receive, on closing of the transaction, an aggregate consideration of $2,850,000. This consideration is comprised of $1.2 million in cash and $1.65 million in SCT common shares, at a deemed price per share not lower than the post-consolidation Discounted Market Price (as per the policies of the TSXV) at the time of this announcement. SCT and Trillium intend to close the transaction in the first half of 2013, subject to customary closing conditions, including corporate and regulatory approvals, as well as securing the additional financing required to conclude the proposed merger and to advance the SCT development programs. The latter will be done through a public offering of securities for an amount of $2.5 million to be priced based on market conditions. There is no assurance that the proposed merger with Trillium will be completed as proposed, or at all.
Immunovaccine Inc. (TSXV: IMV) has modified its financing plans and intends to pursue a private placement of its securities in place of a public marketed offering. The private placement will be for up to 6,060,606 units at a price of $0.33 per unit representing gross proceeds of up to $2.0 million, and is expected to close no later than February 28, 2013. IMV has received a lead order as well as commitments for participation from directors of IMV. Each unit will consist of one common share and a warrant to purchase one-half of one common share. Each full warrant will have an exercise price of $0.50, exercisable for a period of 24 months following the closing date of the private placement.
Biosenta Inc. (CNSX: ZRO) announced that the first tranche of a private placement of units previously announced at a price of $0.15 per unit for gross proceeds of up to $600,000, has closed. The company issued and sold 800,004 units, each unit consisting of one Class A Share and one half of one Class A Share purchase warrant. Each whole warrant will entitle the holder to purchase one additional Class A Share in the capital of the company at an exercise price of $0.20 per warrant share to the extent such warrant is exercised on or before the date that is 18 months from February 4, 2013.
Theratechnologies Inc. (TSX: TH) (NASDAQ:THER) has announced that the delisting of its common shares on the NASDAQ Global Market (NASDAQ) is completed (covered here).
MaRS Innovation (MI), created in 2008, has been awarding $14.95 million in funding by the Networks of Centres of Excellence (NCE) through the Centres of Excellence for Commercialization and Research (CECR) program.
Medicago Inc. (TSX: MDG) has announced that Investissement Québec has agreed to a three year extension of the maturity date of its 2003 loan made under the BioLevier program. Originally, the maturity date of the loan in the principal amount of $15.3M, was December 31, 2014 and is now December 31, 2017. Under this new agreement, Medicago will be required to make minimum annual re-payments of $1,750,000, $2,500,000, and $2,500,000 in 2014, 2105 and 2016 respectively, with the remaining balance due on December 31, 2017. The annual interest rate remains 6.75%.