The Cross-Border Biotech Blog

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

Monday Deal Review: February 18, 2013

Welcome to your Monday Biotech Deal Review for February 18, 2013! This week saw Gilead finally close its acquisition of YM Biosciences, with YM’s shares now de-listed from trading on the NYSE Amex and the TSX. Shareholders were given $2.65 for each of their common shares during the plan of arrangement.  On the investment front, Innovotech, RepliCel, Lignol, Biosenta and Biosign each had announcements relating to the close or amendment of existing private placements.  Click on to see the full details.

M & Eh

Gilead Sciences, Inc. (Nasdaq: GILD) announced that it has completed its acquisition of YM BioSciences Inc. (NYSE Amex: YMI; TSX: YM). On February 8, 2013, a subsidiary of Gilead acquired all of the outstanding common shares of YM pursuant to the terms of a plan of arrangement. As a result, YM has become a wholly-owned subsidiary of Gilead and it is anticipated that the common shares of YM will no longer be listed for trading on the NYSE MKT LLC or the Toronto Stock Exchange, on or about February 12, 2013. Shareholders of YM on this date will be entitled to receive U.S. $2.95 per common share in cash, and holders of warrants and stock options will be entitled to receive a cash payment equal to the difference between U.S. $2.95 and the exercise price of such warrant or stock option.


Medifocus Inc.  (TSX-V:MFS), Calyx Bio-Ventures Inc. (TSXV: CYX), BioSyent Inc. (TSXV: RX) and biOasis Technologies Inc. (TSX-V:BTI) have been recognized as 2013 TSX Venture 50® companies in the category of Technology and Life Sciences

Innovotech Inc. (TSXV: IOT)  has received final acceptance from the TSX Venture Exchange for a non brokered private placement of 1,366,667 units at a price of $0.30 per Unit for gross proceeds of $410,000. Each unit is comprised of one common share and one common share purchase warrant. Each warrant entitles the holder to purchase one additional common share at a price of $0.40 per common share for a period of three years following the date of closing, provided that if the trading volume of the common shares on the principal market on which such shares trade is equal to or exceeds 100,000 common shares in any given thirty consecutive days prior to the expiration date of the warrants and on each day the shares trade the closing price is $0.60 per common share or greater, then the warrant shall automatically accelerate to expire fourteen days following the last day of the acceleration period.

RepliCel Life Sciences Inc. (OTC: REPCF) has received Exchange approval to amend the exercise price of the non-transferable common share purchase warrants expiring February 29, 2014, March 29, 2014, April 18, 2014 and April 20, 2014 from US$2.50 to US$0.50 per share. The Warrants entitle holders to purchase an aggregate of 1,875,046 common shares. The Company has filed a Notice of Amendment to warrant terms with the CNSX.

Lignol Energy Corporation (TSXV: LEC) announced its participation in a Private Placement and Rights Offering financing undertaken by  Australian Renewable Fuels Limited (ASX: ARW) which will result in LEC becoming one of the largest shareholders in ARW. On February 7, 2103, ARW announced that its proposed takeover bid for all of the outstanding shares of Wentworth Holdings Limited (ASX: WWM) is expected lapse on February 15, 2013.  ARW announced it had instead proposed an alternative capital raising mechanism to raise A$12.3 million at A$0.007 per share, comprising an immediate private placement of A$4.27 million and an underwritten rights offering of A$8 million to ARW shareholders at A$0.007 per share with the ability of shareholders to apply for oversubscriptions. The ARW Placement of A$4.27 million successfully closed on February 12, 2013 and the ARW Entitlement Offer is expected to close on March 5, 2013. Through these transactions, LEC intends to make a further investment in ARW of approximately A$2.67 million and acquire a further 381,660,715 million ordinary shares in ARW.

Biosenta Inc. (CNSX: ZRO) announced that the first tranche of a private placement of units previously announced by news release on January 30, 2013 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. In connection with the issue and sale of the units, the company paid finders’ fees in the aggregate amount of $9,600 and issued 58,666 warrants to acquire Class A shares at a price of $0.20 per share the extent such warrants are exercised on or before the date that is 18 months from February 4, 2013.   All securities issued will be subject to a four-month hold period.

Biosign Technologies Inc. (TSXV: BIO)  provided an update on the scheduled closing of a recent private placement. This announcement applies to the previously announced additional subscription of 6,000,000 units of the company at a purchase price of $0.05 per unit, which forms part of its previously announced private placement financing.  Each unit is comprised of one common share and one common share purchase warrant. Each common share purchase warrant is exercisable for a two-year period at $0.05 per share during the first 12 months and $0.10 per share in the second twelve months. A tranche of 1,000,000 Units closed as scheduled on February 3, 2013. Under the previously announced, amended closing schedule, the next 5,000,000 unit private placement is still scheduled to close in multiple tranches between now and March 14, 2013.


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