The Cross-Border Biotech Blog

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

Monday Deal Review: January 20, 2014

  Welcome to your Monday Biotech Deal Review for Janary 20, 2014! This week saw Paladin purchase Triton Pharma,  privately-held, Canadian specialty pharmaceutical company focused on acquiring and in-licensing specialty innovative products with expected sales of $4 million in 2014. This occurs as Paladin continues to be an acquisition target for Endo Health.

In the commercial space, Sirona and Cincennatti Children’s hospital have signed an agreement to develop an anti-aging cream and associated intellectual property incorporating the proprietary technologies of each organization. The resulting new anti-aging product will be patented with the goal of licensing the new technology to a global leader in the cosmetic and consumer packaged good marketplaces.

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

M&Eh

Paladin Labs Inc. (TSX: PLB) (“Paladin”) announced that it has acquired Triton Pharma Inc. (“Triton”) with effect from January 1st, 2014. Triton is a privately-held, Canadian specialty pharmaceutical company focused on acquiring and in-licensing specialty innovative products. Paladin expects Triton to contribute sales of approximately $4 million in 2014 from a portfolio of products that span dermatology, women’s health and urology. Further details and financial terms of the deal were not disclosed.

Gamma-Dynacare Medical Laboratories announced  that it has acquired Lab Bio-Medic, a privately owned laboratory in Quebec that provides services to medical clinics, industries, insurance companies and clinical research organizations. This acquisition will enhance Gamma-Dynacare’s presence with the addition of Lab Bio-Medic’s two laboratories and four Patient Services Centres, located in Montreal and Quebec City.

Quantum Genetix announced the acquisition of the Saskatchewan Research Council’s (SRC) GenServe Laboratories™. Quantum Genetix will acquire the GenServe name, along with the livestock portion of its services and will continue operating with minimal changes to daily operations. SRC will retain the crop portion of GenServe’s testing suite and will continue to provide these services to the agriculture industry. Terms of the transaction are not disclosed.

Paladin Labs Inc. (TSX: PLB) announced that it has obtained an interim order from the Superior Court of Québec (the “Interim Order”) in connection with the acquisition of Paladin by Endo Health Solutions Inc. (“Endo”) previously announced here. The Interim Order provides for, among other things, the holding of a Special Meeting of the holders of common shares of Paladin to approve the previously announced Plan of Arrangement under the Canada Business Corporations Act. The Special Meeting is scheduled to be held on February 24, 2014, at 6111 Royalmount, Montreal, Quebec, at 3 PM. The record date for determining the shareholders entitled to receive notice and to vote at the Special Meeting has been fixed to be the close of business on January 21, 2014.

Financing

Miraculins Inc. (TSX-V: MOM), (the “Company”) announced that its Board of Directors have approved a consolidation of the Company’s common shares (“Common Shares”) on the basis of ten pre-consolidation Common Shares for each one post-consolidation Common Share. A special resolution was passed at the Company’s Annual and Special Meeting held on May 31, 2013, to give the Board of Directors of the Company the discretion to approve a consolidation of the Company’s Common Shares on the basis of a range of four pre-consolidation Common Shares for each one post-consolidation Common Share to fifteen pre-consolidation Common Shares for each one post-consolidation Common Share. As at January 13, 2014, the Company had 123,652,043 Common Shares issued and outstanding. Following the consolidation, it is expected that the Company will have approximately 12,365,204 Common Shares issued and outstanding.

Amorfix Life Sciences Ltd.  (TSE: AMF) announced that it has closed a non-brokered private placement (the Offering) pursuant to which 1,000,000 common shares of Amorfix (Shares) and 1,000,000 Warrants were issued for gross proceeds of CDN$280,000. Each Warrant entitles the holder to purchase one Share at a price of CDN$ 0.45 for a period of 24 months following the closing date of the Offering, subject to earlier expiry in the event (a trigger 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 (TSX) over a period of twenty consecutive trading days exceeds $1.00.

Aeterna Zentaris Inc. (NASDAQ: AEZS) (TSX: AEZ) (the “Company”) announced the closing of its previously announced public offering of 11.0 million units (the “Offering”) generating net proceeds of approximately US$12.2 million, 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 is exercisable for a period of five years at an exercise price of US$1.25 per share.

Medifocus Inc. (TSX-V: MFS) announced the extension of the final closing of its non-brokered private placement (the Offering) of $6,000,000. The Company previously disclosed the completion of the first tranche of the Offering, in an amount of $3,540,000, on December 18, 2013 and now expects to complete the Offering by February 14, 2014. All other terms and conditions of the Offering remain unchanged.

ZoomMed Inc. (TSX-V: ZMD) (the “Corporation”) announced the closing of a non-revolving loan, for a principal amount not exceeding US$2,000,000 (the “Loan”), of which US$1,664,318.92 has already been advanced, and the repayment of the CA$1,500,000 current convertible debenture. The new secured debenture’s maturity date is December 31, 2014 and the annual interest rate is 17%. This debenture is subject to a bonus of shares of 4,607,795 common shares of the capital stock of ZoomMed at a deemed price of 0.05 $ CA each.

Commercial & Other Agreements

Plandaí Biotechnology, Inc. (OTCQB: PLP) announced that it has entered into an agreement with Diego Pellicer, Inc. and Diego Pellicer Worldwide Inc. which will permit the company use of the Diego Pellicer name for its Phytofare™ cannabis extracts in medical and pharmaceutical marijuana applications.

Sirona Biochem Corp. (TSX-V: SBM)  and Cincinnati Children’s Hospital Medical Center announced the formalization of a license agreement of Cincinnati Children’s patented synthetic vernix technology. Sirona Biochem plans to create an anti-aging skin care treatment that combines their patented cell preservation glycoprotein with Cincinnati Children’s technology. Sirona will lead the development, with support from Cincinnati Children’s, of the anti-aging cream incorporating the proprietary technologies of each organization. The resulting new anti-aging product will be patented with the goal of licensing the new technology to a global leader in the cosmetic and consumer packaged good marketplaces.

Interface Biologics Inc. and Q3 Medical Devices Limited announced the signing of a joint development and commercialization agreement to combine IBI’s Kinesyx bioactive oligomers with the balloon technology of Q3 Medical Devices wholly owned subsidiary, Qualimed Innovative Medizinprodukte GmbH, to create a next generation drug coated balloon for both coronary and peripheral applications.

Pyng Medical Corp. (TSX-V: PYT) announced the signing of nine new distributors. Each distributor will market one or more of Pyng’s three new products to the pre-hospital and hospital markets. The company believes that these new distributors will enable it to gain further civilian-side market penetration than it has in the past, within most regions of the United States.

MedMira Inc., (MedMira) (TSX-V: MIR) announced a U.S. distribution agreement with VWR International LLC, a global solutions provider of laboratory supplies and services with worldwide sales in excess of $4.1 billion in 2012. Through this new agreement, MedMira will benefit from the breadth and depth of VWR’s experience in reaching various U.S. industries including research, education and healthcare.

Infraredx, Inc. announced that Nipro Corporation, the exclusive distributor of the TVC Imaging System in Japan, has established a manufacturing subsidiary to commercially produce the TVC Imaging System. In 2012, the companies entered into a five-year distribution agreement and are on track to receive regulatory approval from Japan’s Pharmaceuticals and Medical Device Agency (PMDA) in 2014. Last August, Infraredx received a $25 million equity investment from Nipro, and is slated to receive a minimum of $50 million in revenues during the duration of the five-year agreement.

Other

TSO3 Inc. (TSX: TOS) (the “Company”) announced that in an effort to reduce the current cash burn rate and preserve the Company’s cash resources while it awaits final clearance in the United States for its primary product, the STERIZONE® 125L+ low temperature Sterilizer, the Company will be conducting a collective dismissal, as defined by the Labour Standards Commission. Once this reorganization has been fully implemented, TSO3 will have a substantially smaller workforce.

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