The Cross-Border Biotech Blog

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

Monday Deal Review: January 13, 2014

  Welcome to your Monday Biotech Deal Review for Janary 13, 2014! This week saw the closing of a number of financing transactions, as well as Sirona’s announcement of a private placement of up to $5.34 million in proceeds.  Aeterna Zentaris also announced pricing of their public offering, indicating that shares will be sold at US$1.20 per share, with proceeds up to US$12.2 million.

For details on these deals, as well as the rest of the week’s major biotech news, hit the break.

M&Eh

JSS Medical Research Inc. (JSS), a full-service international Contract Research Organization (CRO), announced that it has completed the acquisition of Integrated Research Inc. (IRI), a Canadian CRO located in Dollard-des-Ormeaux, Quebec. The transaction results in the strategic merger of the two companies with IRI continuing to operate as a fully-owned subsidiary of JSS.

Atrium Innovations Inc. (TSX: ATB) (the “Company”) announced that Institutional Shareholder Services, Inc. (“ISS”) and Glass, Lewis & Co., LLC (“Glass Lewis”) have both recommended that Atrium shareholders and Atrium convertible debentureholders vote FOR the proposed acquisition by Acquisition Glacier Inc. (the “Purchaser”) and Acquisition Glacier II Inc. (the “Purchaser Parent”), corporations backed by the Permira funds (the “Permira funds”) of all of the outstanding Atrium shares for cash consideration of $24.00 per common share and the acquisition by the Company of all of the outstanding Atrium convertible debentures, pursuant to the terms of a plan of arrangement involving Atrium, the Purchaser and the Purchaser Parent (the “Arrangement”).

Biosign Technologies Inc. (TSX-V: BIO) (the “Company”) announced the execution of a Share Purchase Agreement (the “SPA”) under which it has agreed to acquire 100% of the issued and outstanding shares of QLINE Solutions Inc. (“QLINE”), a privately held Ontario corporation founded in 1985. Biosign will operate QLINE as a wholly-owned subsidiary, while updating and integrating features from the QCARE, Qmobile and QPointofCare platforms with the next iterations of the Company’s Healthanywhere™ and Pulsewave® technologies.

Financing

Miraculins Inc. (TSX-V: MOM) (the “Company”) announced that it has closed an initial tranche under the non-convertible secured loan with a third party lender (the “Lender”) as previously announced on December 23, 2013 (the “Loan”), receiving an advance of CDN$250,000 from the Lender. Under the initial tranche of the Loan, the Lender purchased a promissory note with a principal amount of CDN$278,000 for a purchase price of CDN$250,000. All amounts owing under the Loan will be due and payable on December 31, 2014 and will bear interest of 12% per annum, payable quarterly. As consideration for providing the initial tranche of the Loan, Miraculins issued 556,000 common shares to the Lender.

Clementia Pharmaceuticals, Inc., a privately held clinical stage biotechnology company dedicated to the development and delivery of treatments for people living with rare diseases, announced the closing of a $22.5 million Series A financing led by OrbiMed Advisors with participation by existing investor BDC Venture Capital. The Company also announced that it had previously entered into an exclusive licensing agreement to acquire the global rights to palovarotene, a retinoic acid receptor gamma agonist (RARγ), from Roche Pharmaceuticals that it will develop for the treatment of Fibrodysplasia Ossificans Progressiva (FOP). Under the terms of the agreement with Roche, all regulatory, clinical and CMC materials have been transferred to Clementia who is solely responsible for the development of palovarotene in any indication. Clementia paid Roche an up-front fee and is responsible for additional payments upon achieving certain clinical and regulatory milestones, as well as royalties on product sales. Clementia was originally funded by the BDC Venture Capital Healthcare Fund, to provide the financial resources to enable the completion of licensing negotiations, market validation studies and preparation for the Series A round.

Sirona Biochem Corp. (TSX-V: SBM) (the “Company”) announced a non-brokered private placement of up to 33,400,000 units of the Company at a price of $0.16 CAD each (a “Unit”) for gross proceeds of up to CAD$5,344,000 (the “Private Placement”). Each Unit will consist of one common share of the Company (a “Share”) and one-half of one transferable share purchase warrant (a complete warrant shall be referred to as a “Warrant”). Each Warrant will entitle the holder to purchase one additional Share of the Company at any time for three years from the closing date of the Private Placement at a price of CAD$0.27 per Share.

Lorus Therapeutics Inc. (TSX: LOR) (the “Company”) announced that the underwriters have exercised in full their over-allotment option to purchase an additional 1,909,500 common shares of the Company at a price of $0.55 per common share, in connection with the previously announced public offering of common shares of Lorus which was completed on December 10, 2013. As a result of the exercise of this over-allotment option, Lorus received additional gross proceeds of $1,050,225 and will have raised total gross proceeds of $8,051,725 from its public offering. The offering was co-led by a Clarus Securities Inc. and Canaccord Genuity Corp. and included Jennings Capital Inc. and D&D Securities Inc. as well as PowerOne Capital Markets Limited as a member of the selling group.

Aeterna Zentaris Inc. (NASDAQ: AEZS) (TSX: AEZ) (the “Company”) announced the pricing of its public offering of 11.0 million units (the “Offering”) with each unit consisting of one common share and 0.8 of a warrant to purchase one  common share, at a purchase price of US$1.20 per unit. Each warrant will be exercisable for a period of five years following the issuance thereof at an exercise price of US$1.25 per share. Net proceeds from the Offering are expected to be approximately US$12.2 million. The Offering is expected to close on or about January 14, 2014.

Annidis Corporation (TSX-V: RHA) (the “Corporation”) announced that the TSX Venture Exchange (“TSXV”) has approved its application to extend the expiry date of 3,531,250 issued and outstanding common share purchase warrants (the “Warrants”). The Warrants were originally issued by Annidis Health Systems Corp. – the Corporation’s QT Target Company – prior to the completion of the Corporation’s QT, and were subsequently exchanged for Annidis share purchase warrants upon completion of the Corporation’s QT which was accepted by the TSXV on June 10, 2011. The Warrants are exercisable at prices of $0.30 and $0.40 per common share and were set to expire between December 18, 2013, and November 4, 2014.

Zymeworks Inc., a privately held biotherapeutics company focused on the development of best-in-class bi-specific antibodies and antibody drug conjugates (“ADCs”), announced the completion of a common share offering of approximately $12 million, with additional commitments of approximately $3 million to close subsequently. The financing included investments by both new and existing private shareholders. Zymeworks will use the proceeds to advance its lead oncology candidates through CMC activities and toxicology studies en route to multiple IND filings and subsequent clinical studies. Further financial terms are not disclosed.

Commercial & Other Agreements

Concordia Healthcare Corp. (“Concordia”) announced that it has entered into an Exclusive Distribution Agreement with Lachlan Pharma Holdings (“Lachlan”), a global pharmaceutical company, with a term of five years for the exclusive distribution of Ulesfia® (benzyl alcohol) Lotion in the United States.  Lachlan has an agreement with Zylera Pharmaceuticals, LLC (“Zylera”) to commercialize Ulesfia® Lotion in the United States.

Zymeworks Inc. announced that it has entered into a licensing and collaboration agreement with ImClone Systems, a wholly-owned subsidiary of Eli Lilly and Company, to develop an undisclosed number of novel bi-specific antibody oncology therapeutics using Zymeworks’ proprietary Azymetric™ platform.  Under the terms of the agreement, Zymeworks has granted Lilly and its subsidiaries, a worldwide license to the Azymetric™ platform to develop and commercialize an undisclosed number of bi-specific therapeutic candidates toward Lilly’s therapeutic targets. Zymeworks will receive an upfront fee and research support and is eligible to receive research, development, and commercial milestone as well as tiered royalty payments on future product sales. Lilly will have exclusive worldwide commercialization rights to the antibodies derived from the collaboration.

Other

Med BioGene Inc. (TSX-V: MBI) announced that, pursuant to a previously announced settlement agreement among MBI, its commercial partner, Precision Therapeutics, Inc., Signal Genetics LLC and Respira Health LLC, Signal and Respira have dismissed and withdrawn with prejudice their legal claims made against MBI and Precision in the Supreme Court of the State of New York. The terms of the settlement are confidential. As part of MBI and Precision’s commercialization agreement, Precision is solely responsible for all financial obligations under the settlement agreement.

RepliCel Life Sciences Inc. (CNSX:RP) announced that its common shares are anticipated to commence trading on the TSX Venture Exchange (the “TSXV”) on January 13, 2014 as a Tier 1 issuer. RepliCel will trade under its current trading symbol “RP”. To ensure continued and seamless trading for RepliCel’s shareholders, RepliCel’s common shares will be delisted from the Canadian Securities Exchange at the close of trading on January 10, 2014 and will commence trading on the TSXV at market open on January 13, 2014.

Microbix Biosystems Inc. (TSX: MBX) (the “Company”) announced it has commenced a patent litigation against Novartis Vaccines and Diagnostics, headquartered in Basel, Switzerland, alleging infringement of its proprietary VIRUSMAX technology. The complaint was filed in the Eastern District of Texas. Microbix was granted patents for the VIRUSMAX technology in twenty-one countries between 2006 and 2011.

China Health Labs & Diagnostics Ltd. (the “Company”) (TSX-V: CHO) announced that its going private transaction by way of share consolidation and compulsory redemption was completed on December 30, 2013 and the cash consideration of CAN$0.62 per share (pre-consolidated basis) was paid to registered shareholders on January 6, 2014.  The common shares of the Company will be delisted from the TSX Venture Exchange and the Company will be notifying or applying to the applicable Canadian securities regulatory authorities to cease to be a reporting issuer in each province in which it is a reporting issuer.

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