The Cross-Border Biotech Blog

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

Monday Deal Review: February 25, 2013

Welcome to your Monday Biotech Deal Review for February 25, 2013!

This week saw significant activity on the investment front. Stem Cell Therepeutics and Sirona have each indicated an intention to raise funds through private placements, while Oncolytics Biotech is aggressively hoping to raise $32 million through a public offering. Sernova, Helix BioPharma and Amforfix have each closed their own private placements this week as well. On the M&A front, Cangene has closed their acquisition of the hemophilia compound IB1001, acquiring it through Inspiration Biopharmaceutical’s bankruptcy.

There’s more great stories this week, so click onward to see the whole week’s Deal Review.

M & Eh

Cangene Corporation (TSX: CNJ) has closed the acquisition of the investigational hemophilia compound IB1001 and certain other assets from Ipsen (EPA:IPN) and Inspiration Biopharmaceuticals, Inc. in connection with Inspiration’s bankruptcy proceedings.  Other assets acquired include two product candidates in pre-clinical development, IB1007 (a recombinant FVIIa) and IB1008 (a recombinant FVIII).  The transaction was previously announced on February 6, 2013. Under the terms of the agreement, Cangene paid approximately $5.9 million upfront for IB1001 and other acquired assets, and will pay tiered royalties on net sales and make additional payments if certain sales milestones are achieved.

Investment

Stem Cell Therapeutics Corp. (TSXV:SSS) is initiating a marketed offering of units, each unit will be comprised of a common share and common share purchase warrants in a proportion to be determined. The offering is to be effected in each of the Canadian provinces of British Columbia, Alberta, Manitoba, Ontario and Nova Scotia by way of a prospectus supplement to SCT’s base shelf prospectus of March 1, 2011. The number of units to be distributed, the price of each unit and the exercise price of each whole common share purchase warrant will be determined in context of the market with final terms to be determined at the time of pricing. The purpose of the offering is to provide the resources necessary to conclude the merger of Trillium Therapeutics Inc. (covered here) into SCT announced February 4th, 2013 and to permit the exercise of the option by SCT to acquire the license to the Tigecycline Intellectual Property from the University Health Network, Toronto announced November 7th, 2012.

Sernova Corp. (TSXV: SVA) announced that it has now closed its non-brokered private placement consisting of 10,000,000 units at a price of $0.20 per Unit for gross proceeds of $2,000,000. Net proceeds from the offering will be utilized in the advancement of Sernova’s clinical development program of its Cell Pouch™ for the treatment of diabetes, new product initiatives and general corporate purposes. Each unit consists of one common share and one common share purchase warrant, with each warrant entitling the holder thereof to purchase one common share of the company for a period of 36 months from the closing of the offering at a price of $0.35 per warrant share for the first 24 months of the exercise period and at a price of $0.40 per warrant share for the last 12 months of the exercise period.

Oncolytics Biotech Inc. (TSX: ONC) (NASDAQ:ONCY) announced its intention, subject to market and other conditions, to commence an underwritten public offering of common shares, and further announced the pricing of the underwritten public offering of 8.0 million common shares, at a public offering price of US$4.00 per common share.  The Company estimates that the gross proceeds from the offering, before deducting underwriting discounts and commissions and other estimated offering expenses payable by Oncolytics, will be US$32.0 million. The offering is expected to close on or about February 25, 2013, subject to customary closing conditions. Piper Jaffray & Co. and Wedbush PacGrow Life Sciences are acting as joint book-running managers for the offering in the U.S. and Paradigm Capital Inc. is acting as co-manager in the U.S. and book-running manager in Canada. The Company has granted to the underwriters participating in the offering a 30-day option to purchase up to an additional 1.2 million common shares to cover over-allotments, if any.

Helix BioPharma Corp. (TSX: HBP) a has applied to the Toronto Stock Exchange to extend the expiry date of the 2009 warrants by six months, from March 7, 2013 to September 7, 2013. Helix previously extended the term of the 2009 warrants from September 7, 2012 to the current expiry date. Helix does not propose to amend any other provision of the 2009 warrants, and none of the 2009 warrants is held directly or indirectly by an insider of Helix.The 2009 warrants were issued as part of a private placement completed by Helix on September 8, 2009, pursuant to which Helix issued 6,625,000 units at a subscription price of $2.05 per unit. Each unit consisted of one common share and one common share purchase warrant, with each 2009 warrant entitling the holder to purchase, subject to adjustment, one common share at a price of $2.87 until the current expiry date.

Sirona Biochem Corp.’s (TSXV:SBM)(OTCQX:SRBCF)(FRANKFURT:ZSB) announced a non-brokered private placement of up to 27,000,000 units of the Company at a price of US$0.10 per unit for gross proceeds of up to US$2,700,000 led by U.S. Life Sciences Investor Moody Capital Solutions, Inc.

Amorfix Life Sciences Ltd. (TSX: AMF) has closed a non-brokered private placement pursuant to which a total of 5 units were issued at a price of US$ 40,000 per unit for gross proceeds of US$ 200,000. The company intends to use the net proceeds of the offering to continue the development of its research programs including its cancer therapeutic program, ProMIS™, its Alzheimer’s disease and ALS diagnostic programs and for general corporate purposes. Each unit consists of 100,000 common shares of Amorfix and 100,00 common share purchase warrant of Amorfix. Each warrant entitles the holder to purchase one share at a price of CDN$ 0.65 for a period of 24 months following the closing date of the offering, subject to earlier expiry in the event that, following the expiry of the four month hold period, the volume-weighted average price of Amorfix’s common shares on the Toronto Stock Exchange over a period of twenty consecutive trading days exceeds $1.00. On the occurrence of a trigger event, Amorfix may give notice to holders to accelerate the expiry to a date which is not less than 30 calendar days after such notice is sent to the holders.

Commercial Agreements and Other Announcements

Thallion Pharmaceuticals Inc. (TSX:TLN) and LFB Biotechnologies announced that they have reached an agreement on the termination of their Development and Licensing Agreement related to Thallion’s Shigamabs® program. All rights to the program will revert back to Thallion including all data, materials and know-how developed by and for LFB during the collaboration. LFB will cease to have any rights to the Shigamabs® program and all future quarterly payments due to Thallion by LFB in support of Shigamabs® development will terminate. LFB will pay for all outstanding and accrued costs related to product manufacturing and Thallion will be responsible for all remaining costs associated with the completion of the SHIGATEC Phase II clinical study.

CDRD Ventures Inc. (CVI), the commercialization vehicle of The Centre for Drug Research and Development (CDRD), and Pfizer Inc. (NYSE:PFE) today announced a strategic collaboration designed to provide new resources to advance Canada’s most innovative and therapeutically promising health technologies towards commercialization. Through this collaboration, Pfizer will have the opportunity to support mutually-selected CVI R&D projects with the goal of commercializing the programs and resulting intellectual property. This new collaboration follows previous investments by Pfizer Canada Inc. into CDRD whereby a Pfizer-CDRD Innovation Fund was first established in 2007 to support innovative projects with therapeutic potential stemming from academic discovery. This new CVI partnership is an extension to the original CDRD relationship, and together, the two represent a continuum of support for health research projects, whether they are very early projects in CDRD or more mature projects that have been advanced into CVI.

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