Welcome to your Monday Biotech Deal Review for March 18, 2013! Another busy week on the investment front saw a number of financings close as well as details provided for ongoing private placements. On the M&A front, Ergoresearch and Victhom have entered into an arrangement whereby Ergoresearch will acquire Victhom. See the details on these transactions and the rest of the week’s major stories by clicking through!
M & Eh
Ergoresearch Ltd. (TSXV: ERG) and Victhom Human Bionics Inc. (TSXV: VHB) have announced that Ergoresearch Inc. (the purchaser), a direct wholly-owned subsidiary of Ergoresearch, and Victhom have entered into a definitive arrangement agreement pursuant to which all of the outstanding securities of Victhom will be acquired by the purchaser. Under the terms of the arrangement agreement, the total consideration is $4.1 million and existing holders of common shares of Victhom will receive $0.08 in cash per share, the holders of the class A preferred shares of Victhom will receive a cash amount equal to $2,556,188 divided by the number of issued and outstanding series A preferred shares on closing of the arrangement. There are currently 19,297,654 common shares and 6,479,131 Series A Preferred Shares of Victhom issued and outstanding. The all-cash consideration of $0.08 per common share represents a premium of approximately 60% over the closing price of the common shares price on the TSX Venture Exchange on March 13, 2013, and 118.5% over the volume-weighted average trading price of the common shares for the past 20 trading days.
Botaneco Corp. (TSXV:BOT) has entered into an agreement dated effective February 14, 2013 with its wholly-owned subsidiary, Botaneco Specialty Ingredients Inc., Concept Capital Management LTD. and AVAC Ltd. for the arm’s length sale of substantially all of the assets of BSI to Concept.
Cynapsus Therapeutics Inc. (TSXV: CTH) is continuing its previously announced offering under the company’s short form prospectus dated February 21, 2013. On March 1, 2013, the company completed a closing of the offering for gross proceeds of $6,008,000, achieving the minimum offering and resulting in the issuance of 13,061,688 units of the company. Cynapsus has today received a receipt for amendment no. 1 dated March 8, 2013 to the prospectus. The amendment allows for the closing of additional tranches of the offering for gross proceeds of up to $1,992,000 in order to achieve the maximum offering of $8,000,000, within 90 days following the date of the prospectus. The prospectus qualifies the distribution of a minimum of 13,043,478 units and a maximum of 17,391,304 units of the company at a price of $0.46 per unit with each unit consisting of one common share in the capital of the company and one common share purchase warrant of the company. Each warrant, whether issued on the first closing date or any subsequent closing date, will entitle the holder to purchase one common share at a price equal to $0.575 per warrant share for a period of 60 months after the first closing date of the offering, except, that the warrants will be cancelled if they are not exercised within 30 days after prior written notice from the company that the closing price of its common shares on the principal stock exchange of the company has been three times the offering price for 20 consecutive trading days.
Stem Cell Therapeutics Corp. (TSXV:SSS) filed its prospectus supplement and also closed its previously announced prospectus offering of 12,315,000 units at a price of $0.25 per Unit for the aggregate gross proceeds of $3,078,750. Each unit is comprised of one common share and one common share purchase warrant. Each warrant entitles the holder to purchase an additional common share for $0.40 for a period of 60 months following the closing of the offering. Euro Pacific Canada Inc. acted as the agent and Bloom Burton & Co., as a selling firm for the offering.
IMRIS Inc. (NASDAQ: IMRS; TSX: IM) has priced its previously announced underwritten public offering of 5,750,000 common shares at a public offering price of US$3.50 per share. The gross proceeds to IMRIS, before underwriting commissions and other offering expenses are expected to be approximately US$20.1 million. IMRIS has granted the underwriters of the offering an option to purchase up to an additional 862,500 common shares at the public offering price during the period ending 30 days from the closing of the offering to cover over-allotments, if any.
Tribute Pharmaceuticals Canada Inc. (PINK:TBUFF) has closed the second and final tranche of its privately placement of securities for aggregate gross proceeds of an additional US$1.2 million with private investors who are unaffiliated with the Company. These funds were raised in addition to a first tranche of securities sold for aggregate gross proceeds of US$3.4 million which included participation from, among others, the Company’s Chief Executive Officer, Chief Financial Officer and certain members of its Board of Directors (see press release dated March 4, 2013). The three tranches together total approximately US$4.6 million.
Commercial and Other Agreements
Akela Pharma, Inc. (TSX:AKL) has announced that the asset foreclosure on its wholly owned subsidiary, Formulation Technologies, LLC d/b/a PharmaForm, was completed on March 9, 2013. The Corporation and its subsidiaries have ceased operations. All employees, officers and directors of the Corporation have resigned or been terminated.
Pyng Medical Corp. (TSXV: PYT) has announced a new technology partnership with AccuMED Innovative Technologies of Buffalo, New York (USA). AccuMED’s business model is to utilize its capabilities in engineering design, materials and advanced manufacturing techniques to develop and manufacture customized Medical Devices with its partners, and this is being leveraged by the Company to bring new and improved products to market within its Trauma market segment.
EcoSynthetix Inc. (TSX: ECO) and the Waterloo Institute for Nanotechnology at the University of Waterloo have joined forces through an industrial partnership to collaborate on new applications for EcoSynthetix’ EcoSphere® technology. The five-year agreement will be jointly funded through an EcoSynthetix and NSERC (National Sciences and Engineering Research Council) Collaborative Research and Development Grant. The project matches the scientific expertise from the University of Waterloo in macromolecular science with the sustainability benefits of EcoSphere® bio-based nanoparticles which are based on green chemistry. The goal of the project is to broaden the scientific knowledge base of the EcoSphere® technology to support its introduction into new application areas.