The Cross-Border Biotech Blog

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

Monday Deal Review: September 9, 2013

Welcome to your Monday Biotech Deal Review for September 9, 2013! This week saw Medicago recieve the shareholder approval it needed in order to continue its arrangement with MTPC.  Cash consideration of $1.16 will be given for each share of Medicago.

For more detail on this deal, as well as the rest of the major recent biotech stories, hit the break!

M&Eh

Medicago Inc. (TSX: MDG) announced that its shareholders have approved the resolution authorizing the previously announced plan of arrangement (the “Arrangement”) involving the Company, Mitsubishi Tanabe Pharma Corporation (the “MTPC”) and 9284-9686 Québec Inc., a wholly-owned subsidiary of MTPC. Under the Arrangement, the Purchaser will acquire all of the issued and outstanding common shares of the Company not held by MTPC and PMI for a cash consideration of $1.16 per common share, all as more particularly described in the Circular. In addition, holders of warrants and options will each receive a cash payment equal to the difference between $1.16 and the exercise price of each warrant or option. Assuming that all regulatory approvals are obtained, Medicago currently anticipates the closing of the Arrangement to occur around mid-September 2013.

Opmedic Group Inc. (TSX: OMG) announced that it has completed the acquisition effective August 31, 2013 of the operational assets of Heartland Medical Corporation and Heartland Fertility and Gynecology Clinic (collectively, “Heartland”) (the “Acquisition”). Heartland operates in the city of Winnipeg the sole private fertility clinic in the Province of Manitoba under the name “Heartland Fertility and Gynecology Clinic”. The Acquisition will allow Opmedic Group to expand its presence outside of Quebec and Ontario by offering a wide range of fertility services to the residents of Manitoba.

Axxess Pharma Inc. (PINKSHEETS: AXXE) announced an Agreement in Principle to acquire a leading Canadian OTC healthcare company. Upon completion of the acquisition, the company will bring current sales and a valuable IP portfolio to Axxess Pharma. The Canadian Corporation, based in Toronto, has an attractive IP portfolio including a best-selling, patented, OTC pain relief formula. The company also has a number of unique formulas and world class brand products that Axxess Pharma will be able to immediately leverage, with existing distribution.

Neurodyn Inc. announced that it has acquired from Galantos Pharma GmbH, Mainz, Germany (galantos.com) all assets related to their Alzheimer’s prescription drug candidate – Memogain®. Memogain® has completed an extensive preclinical development program and is ready to proceed into Phase 1 clinical trials in late 2013. The terms of the acquisition were not disclosed.

 

Financing

Covalon Technologies Ltd. (TSX-V: COV) announced that it has completed a non-brokered private placement comprised of 750 units (the “Units”) at a price of $1,000 per Unit for gross proceeds of $750,000. Each Unit consists of $1,000 principal amount of 12% senior secured convertible debenture (the “Debentures” and each a “Debenture”) and 6,451 warrants (each, a “Warrant”). Proceeds of the private placement will be used by Covalon to fund the market launch of the Company’s new products IV Clear™ and SurgiClear™ and for general working capital. Each Debenture is convertible at the holder’s option into 6,451 common shares of the Company (the “Common Shares”) at a conversion price of $0.155 at any time on or prior to August 30, 2016. Each Warrant entitles the holder thereof to acquire one Common Share at an exercise price of $0.155 at any time on or prior to August 30, 2016.

Zecotek Photonics Inc. (TSX-V: ZMS) announced that the Company has increased the non-brokered private placement (previously announced here) by an additional $260,000 and closed on the financing.  The Company has sold 5,966,938 units of the Company at a price of $0.58 per unit for gross proceeds of $3,460,824. Each unit consists of one common share and one-half of one common share purchase warrant.  Each whole warrant entitles the holder to acquire one common share at an exercise price of $0.75 per common share at any time on or before September 4, 2015. The warrant’s exercise period will automatically accelerate if the common shares of the Company trade above $1.25 for a period of 10 consecutive trading days.

Welichem Biotech Inc. (TSX-V: WBI) announced that it is making a substantial issuer bid pursuant to which it will offer to purchase for cancellation up to 23,294,411 of its outstanding common shares (“Shares”) at a purchase price of $0.85 per Share for an aggregate purchase price of up to $20 million (the “Offer”). The Offer is being made to provide its shareholders with an opportunity for liquidity, as trading on the TSX Venture Exchange has been historically low. The Offer will remain open for acceptance until 5:00 p.m. (Toronto time) on October 9, 2013.

RepliCel Life Sciences Inc. (CNSX: RP) announced that pursuant to its Stock Option Plan, the Company granted 1,310,000 options to various employees and consultants of the Company. The options vest over a three year period and are exercisable at $0.55 per share until September 5, 2020.

Eternity Healthcare Inc. (OTCQB: ETAH) announced today that it has completed a financing in the amount of $1,362,434 for issuance of 2,724,868 Common Shares to international investors. The Company sold restricted Common Shares at a price of $0.50 per share under Regulation S which are subject to rule 144. The Company plans to use the proceeds of this financing to implement a strong product marketing program, for the sales and commercialization of its products to further business development.

Critical Outcome Technologies Inc. (TSX-V: COT) announced today that it has completed the second tranche of its non‐brokered private placement, as previously announced, and issued 4,974,799 units (the “Units”) at a price of $0.12 per Unit for gross proceeds of approximately $597,000. Total gross proceeds of the two tranches were approximately $1,097,000. Each Unit consists of one common share and one warrant of the Corporation. Each warrant is exercisable for one common share of the Corporation at an exercise price of $0.26 per share for a period of 18 months from the date of issue. Each compensation warrant is exercisable into one common share of the Corporation for a period of 18 months from the date of issue at an exercise price of $0.20 per share.

Commercial & Other Agreements        

Okana Ventures Inc. is announced the acquisition of the North American product rights for FACTIVE® (Gemifloxacin Mesylate) tablets from Merus Labs International (TSX: MSL; NASDAQ: MSLI) for approximately US$3.4 million.  Pursuant to definitive agreements, Okana acquired the license to the FACTIVE® trademark and patent, inventory on hand, various contingent liabilities, and certain related intellectual property and other information and materials required to market the brand in the North American market. The purchase price is comprised of a cash payment of US$2.2 million paid on closing, a non-contingent deferred cash payment of US$800,000 to be paid in quarterly instalments over the next 15 months, and 3 million shares of OKNV.

Cangene Corporation (TSX: CNJ) announced today that the scope of work under its contract with the Centers for Disease Control and Prevention (CDC) for the supply of Vaccinia Immune Globulin Intravenous (VIGIV) into the U.S. Strategic National Stockpile has been expanded. The contract, which relates to United States Government biodefence programs, has been extended by 18 months and has also been modified to include three additional option periods that extend through 2017. Under the terms of the contract extension, Cangene will conduct additional services to support licensure maintenance activities for VIGIV that could generate up to approximately $6.9 million in revenue for Cangene over the next 18 months. The optional periods, if exercised, could generate an additional $45 million in revenue if the baseline scope of work is implemented or up to an additional $77 million in revenue if the maximum scope is implemented.

Other

Aeterna Zentaris Inc. (NASDAQ: AEZS) (TSX: AEZ) announced that its request to transfer its listing to the NASDAQ Capital Market® from the NASDAQ Global Market® has been approved by the NASDAQ Listing Qualifications Staff. The Company’s securities will begin trading on the NASDAQ Capital Market effective at the opening of trading on Thursday, August 29, 2013. The transfer of the Company’s listing to the NASDAQ Capital Market is not expected to have any impact on trading in the Company’s shares, and the Company’s shares will continue to trade on NASDAQ under the symbol AEZS and with the same CUSIP number of 007975303.

Helix BioPharma Corp. (TSX: HBP) announced that it has established a Polish subsidiary (“Helix Polska”). Helix Polska was established to facilitate and support ongoing clinical oncology research at leading research institutions in Poland. Helix is actively developing innovative products for the treatment and prevention of cancer based on its proprietary technologies. Helix’s product development initiatives are focused primarily on its novel L-DOS47 and Topical Interferon Alpha-2b new drug candidates.

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