The Cross-Border Biotech Blog

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

Monday Deal Review: January 27, 2014

  Welcome to your Monday Biotech Deal Review for Janary 27, 2014! This week saw Valeant complete thier acquisition of Solta Medical, Inc. for USD$250 million. Solta Medical provides treatment technologies for aesthetic care options at the consumer and physician level.  Valeant has also announced a share repurchase program to make purchases of up to $1.5 billion of its convertible notes, senior notes, common shares and/or other debt or shares that may be issued. In other news, Atrium Innovations has obtained shareholder and debentureholder approval for a plan or arrangement allowing for the acquisition of the company by corporations backed by the Permira funds and the acquisition by the company of all of its outstanding convertible debentures.

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

M&Eh

Valeant Pharmaceuticals International, Inc. (NYSE: VRX and TSX: VRX) (“Valeant”) announced the completion of the previously announced transaction in which a wholly-owned subsidiary of Valeant Pharmaceuticals International (“VPI”) would acquire Solta Medical, Inc. (NASDAQ: SLTM) (“Solta”) at a price of $2.92 per share in cash, or approximately $250 million in the aggregate. On January 23, 2014, Valeant announced that it had successfully completed the tender offer for all outstanding shares of common stock of Solta. Pursuant to the terms of the merger agreement, the wholly-owned subsidiary of VPI merged with and into Solta on January 23, 2014.

Atrium Innovations Inc. (TSX: ATB) (the “Corporation”) announced that its shareholders and convertible debentureholders have approved the resolution authorizing the previously announced plan of arrangement (the “Arrangement”) providing for the acquisition of all the outstanding Atrium shares for cash consideration of $24.00 per common share by corporations backed by the Permira funds and the acquisition by the Corporation of all of its outstanding convertible debentures. Pursuant to the Arrangement, Atrium’s senior management will be rolling over up to approximately $8 million of equity investment in the Corporation.

Financing

Imperial Ginseng Products Ltd. (TSX-V: IGP) (the “Company”) announced that it has completed the transactions contemplated in the debt settlement agreement (the “Debt Settlement Agreement”) with certain officers, directors and significant shareholders of the Company (the “Debt Holders”). As at June 30, 2013, the Company was indebted to the Debt Holders in the amount of $2,984,944 consisting of a current debt of $2,707,578 and unpaid dividends on Class “A” preference shares of $277,366. Under the Debt Settlement Agreement, $1,114,944 of the indebtedness was settled by the issuance of 4,129,422 common shares of the Company at the deemed price of $0.27 per share and the remaining $1,870,000 of the indebtedness will be repaid under the terms of loan agreements (the “Loans”) having a maturity date of January 1, 2021, and secured by all of the assets of the Company (including the assets of its subsidiary).

Miraculins Inc. (TSX-V: MOM) (the “Company”) announced that the TSX Venture Exchange has approved the consolidation of the Company’s issued and outstanding common shares (“Common Shares”) on the basis of ten pre-consolidation Common Shares for every one post-consolidation Common Share and the Company has proceeded with the consolidation. Effective at the opening of the market on January 27, 2014, Miraculins’ shares will commence trading on the TSX Venture Exchange on a consolidated basis under the new CUSIP number 60462L207.

Cynapsus Therapeutics Inc. (TSX-V: CTH) announced that in January, 125,324 warrants with an exercise price of $0.575 have been exercised for total proceeds of $72,062. Following the exercise of these warrants, Cynapsus has 39,009,335 commons shares, 21,426,439 warrants and 2,691,316 options to purchase common shares outstanding.

Innovotech Inc. (TSX-V: IOT) (“Innovotech”) announced that the board of directors has approved a grant of stock options to management of Innovotech to purchase 50,000 common shares pursuant to its stock option plan. These options have an exercise price of $0.045 per common share and expire on January 22, 2024.

BIOSENTA INC. (CNSX: ZRO) (the “Company”) announced a private placement of up to 7,500,000 units at a price of $0.15 per unit for gross proceeds of up to $1,125,000 (the “Offering”). Each unit consists of one Class A Share and one-half of one Class A Share purchase warrant. Each whole warrant will entitle the holder to purchase one additional Class A Share in the capital of the Corporation (a “Warrant Share”) at an exercise price of $0.20 per Warrant Share to the extent such Warrant is exercised on or before the date that is 18 months from the closing date of the Offering.

iCo Therapeutics Inc. (the “Company”) (TSX-V: ICO) announced that the Company has priced its previously announced overnight marketed offering of equity securities (the “Offering”).  Pursuant to the Offering, iCo will issue an aggregate of up to 16,206,483 units of the Company (“Units”) at a price of C$0.4165 per Unit for aggregate gross proceeds of approximately C$6.75 million. Each Unit is comprised of one common share of the Company (a “Common Share”) and three-quarter of one common share purchase warrant (each whole warrant, a “Warrant”).  Each Warrant is exercisable at a price of C$0.539 and entitles the holder thereof to acquire one common share of the Company (a “Warrant Share”) for a period of five years following the closing of the Offering.

Valeant Pharmaceuticals International, Inc. (NYSE: VRX and TSX: VRX) announced that its board of directors has authorized a new securities repurchase program (the “Securities Repurchase Program”). Under the Securities Repurchase Program, which commenced on November 22, 2013, the Company may make purchases of up to $1.5 billion of its convertible notes, senior notes, common shares and/or other debt or shares that may be issued prior to the completion of the program. The Securities Repurchase Program will replace the Company’s former securities repurchase program, which expired on November 14, 2013.

Microbix Biosystems Inc. (TSX: MBX) announced it has signed a letter of intent to finance the development of the LumiSort® prototype instrument for its semen sexing technology. The new financing for the development of the prototype instrument is being provided by a holder of $4.5 million of existing Microbix convertible debentures. The debenture holder has also agreed to refinance $2.0 million of the $4.5 million of existing debentures, removing their convertibility option and making this debenture callable by Microbix upon 3 months notice.

Antibe Therapeutics Inc. (the “Corporation”) (TSX-V: ATE) announced an increase to the size of its non-brokered private placement to a total of approximately 2.27 million units (the “Units”) at a price of $0.55 per Unit, from the previously announced total of approximately 1.8 million Units, each Unit comprised of one Common Share of the Corporation and one-half of one Common Share purchase warrant (“Warrant”) with each whole Warrant entitling the holder to purchase an additional Common Share (“Warrant Share”) at a price of $0.80 per Warrant Share for a term of thirty-six (36) months following the date of issuance, for gross proceeds of up to $1.25 million (the “Offering”). The initial closing of the Offering on 1,635,354 Units took place on December 30, 2013. The final closing of the Offering is expected to take place on or about January 28, 2014, subject to TSXV approval, as well as to the satisfaction of customary closing conditions.

Commercial & Other Agreements        

Pacgen Life Science Corporation (“Pacgen”) (TSX-V: PBS) announced that it has entered an agreement (the “Agreement”) with General Biological Corporation (“GBC”) pursuant to which the Company will sublicense to GBC the right to develop and commercialize PAC-113. Under the terms of the Agreement, Pacgen will sublicense to GBC its worldwide exclusive right to develop and commercialize prescription and non-prescription pharmaceutical products containing PAC-113 or one or more related peptides. In exchange, GBC will pay Pacgen both an upfront payment and minimum annual royalty payments. GBC will also pay Pacgen milestone payments and royalty payments linked to marketing approvals and product sales, respectively.

Axxess Pharma Inc. (PINKSHEETS: AXXE), through its wholly-owned subsidiary AllStar Health Brands Inc., and Nutritional Products International (NPI) announced their partnership to distribute across the United States, Axxess Pharma’s full line of TapouT Pain Relief and Vitamins & Supplements, including its new Extreme Muscle Growth and Recovery line.

Amorfix Life Sciences Ltd. (TSX: AMF) announced that the Company has signed an agreement with a major global pharmaceutical company to use the human Alzheimer’s disease diagnostic assay in phase 1 clinical studies. Amorfix has granted its collaborator access to its proprietary EP-AD assay technology and the Company will complete assay optimization and validation prior to using the assay as part of a clinical trial to investigate the effects of a novel therapeutic for the treatment of Alzheimer’s disease. The terms of the agreement have not been disclosed.

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