The Cross-Border Biotech Blog

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

Monday Deal Review: February 3, 2014

  Welcome to your Monday Biotech Deal Review for February 03, 2014!

This week saw Jamieson Labs complete the sale of their business to CCMP Capital Advisors, LLC.

In the commercial space, Sirona has executed licensing agreements with Obagi Medical Products and Wanbang Biopharmaceuticals in respect of  its patented skin lightening technology and its anti-diabetic SGLT2 inhibitor, respectively.   Regarding the Obagi agreement, Sirona will transfer its patented skin lightening technology and know-how to Obagi. Obagi will be responsible for the manufacturing, distribution and global sales of the final commercial products. Regarding the Wanbang license,  Sirona is transfering responsibility for all funding, clinical development, regulatory requirements, manufacturing, sales and marketing of its SGLT2 inhibitor in China for upfront and milestone payments of up to US$9.5M in addition to royalty payments.

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

M&Eh

Jamieson Laboratories Ltd (“Jamieson”) announced that Vauban International Investments ULC and Maginot Corporation, companies wholly owned by Jamieson’s Chairman, Eric Margolis, have entered an agreement to sell the Company to affiliates of CCMP Capital Advisors, LLC (“CCMP”). The deal is expected to close January 31, 2014.

Atrium Innovations Inc. (TSX: ATB) (“Atrium”) announced that the Superior Court of Québec (Commercial Division) issued a final order approving the previously announced plan of arrangement (the “Arrangement”) providing for the acquisition of all of the outstanding common shares of Atrium 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. Subject to obtaining regulatory approvals and the satisfaction or waiver of all other conditions precedent to the Arrangement, it is anticipated that the Arrangement will be completed in February 2014.

Financing

Savaria Corporation (“Savaria”) (TSX: SIS) announced that it has received Toronto Stock Exchange (“TSX”) approval to a Notice of Intention to implement a normal course issuer bid. According to the notice, Savaria intends to purchase for cancellation, in accordance with the requirements of the TSX, up to 585,000 common shares, representing 2.5 % of the 23,410,864 common shares that are issued and outstanding as of January 21, 2014. The average daily trading volume (“ADTV”) of Savaria’s common shares over the last six completed calendar months was 9,031. According to the TSX requirements, Savaria is entitled, on any trading day, to purchase up to 2,257 common shares. The normal course issuer bid will begin on February 1, 2014, and will run until January 31, 2015 at the latest.

BIOSENTA INC. (CNSX: ZRO) (the “Company”) announced that the private placement of units at a price of $0.15 per unit (the “Offering”) has closed. The Company issued 7,461,536 units, each unit consisting 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 Company (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 January 28, 2014. Of the $1,119,230.51 of units sold, $626,230.61 of the aggregate subscription price of the units was satisfied by the setoff of existing debt owed by the Company to the certain subscribers.

Vivione (TSX-V: VBI) announced that it intends to complete a non-brokered private placement offering of up to 864,000 units at a purchase price of $0.25 per unit for total proceeds of up to $216,000 (the “Offering”). Each unit will consist of one class “A” common share in the capital of the Corporation (“Class A Common Shares”) and one half of one non-transferable Class A Common Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder to purchase one Class A Common Share at an exercise price of $0.35 at any time prior to 4:30 p.m. (Calgary time) on the date that is 24 months following the closing date of the Offering, subject to accelerated expiry in certain circumstances. The closing of the Offering is expected to occur prior to February 14, 2014.

SQI Diagnostics Inc. (the “Company”) (TSX-V: SQD) announced it raised gross proceeds of CDN $1.483 million through a non-brokered private placement (the “Private Placement”) of 2,965,000 units (“Units”) priced at $0.50 per unit. Each Unit consists of one common share and one common share purchase warrant.  Each common share purchase warrant will entitle the holder to purchase one common share at a price of $0.65 for a period of two years from the date of issuance.

Cardiome Pharma Corp. (NASDAQ: CRME / TSX: COM) announced that it has filed a preliminary short form base shelf prospectus with securities regulatory authorities in Canada, other than Québec, and a corresponding shelf registration statement with the United States Securities and Exchange Commission (the “SEC”) on Form F-10. The filing is intended to restore the original capacity which was available to Cardiome under its previous base shelf prospectus which has expired. Once the shelf prospectus is cleared and the shelf registration statement becomes effective, these filings will, subject to securities regulatory requirements, provide for the potential offering in Canada and the United States of up to an aggregate of U.S.$250 million of Cardiome’s common shares, preferred shares, debt securities and warrants from time to time over a 25-month period.

iCo Therapeutics Inc. (TSX-V: ICO) announced that it has closed its previously announced overnight marketed offering of equity securities (the “Offering”).  Pursuant to the Offering, iCo issued 16,206,483 units of the Company (“Units”) at a price of $0.4165 per Unit for aggregate gross proceeds of C$6.75 million.  Each Unit is comprised of one common share of the Company (a “Common Share”) and three-quarters 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 for a period of five years following the date of issuance of the Warrant.

Amorfix Life Sciences Ltd. (TSX: 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. On the occurrence of a trigger event, Amorfix may give notice to holders to accelerate the expiry to a date which is not less than 30 calendar days after such notice is sent to the holders.

Antibe Therapeutics Inc. (the “Corporation”) (TSX-V: ATE) announced that it has completed the final closing (the “Final Closing”) of its non-brokered private placement (the “Offering”), raising gross proceeds of $347,979. Under the terms of the Final Closing, 632,689 units (the “Units”) were sold at a price of $0.55 per Unit where each Unit is 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. An initial closing of the Offering was completed on December 30, 2013 wherein 1,635,354 Units were sold raising gross proceeds of $899,445. The Final Closing brings the total gross proceeds raised under the Offering to $1,247,424.

Commercial & Other Agreements

Sirona Biochem Corp. (TSX-V: SBM) announced the formal execution of the global exclusive licensing agreement with Obagi Medical Products (Obagi) for the commercialization of skin lightening compound TFC-849. Sirona Biochem will receive a licensing fee and ongoing royalty payments for global product sales from Obagi Medical Products. Sirona will transfer its patented skin lightening technology and know-how to Obagi. Obagi will be responsible for the manufacturing, distribution and global sales of the final commercial products. The exclusive license for TFC-849 is valid for the global Valeant Pharmaceuticals family of companies.

Sirona Biochem Corp. (TSX-V: SBM) announced the completion of an exclusive licensing agreement with Wanbang Biopharmaceuticals (Wanbang Biopharma). Sirona Biochem will provide an exclusive license to Wanbang Biopharma to develop and commercialize Sirona’s anti-diabetic SGLT2 inhibitor in the People’s Republic of China (PRC).In exchange for this license, Wanbang Biopharma will provide upfront and milestone payments of up to US$9.5M in addition to royalty payments for product sales in the PRC. Details: In return for a robust licensing, milestone and royalty agreement, Sirona Biochem has transferred the responsibility for all funding, clinical development, regulatory requirements, manufacturing, sales and marketing of its SGLT2 inhibitor in China.

Miraculins Inc. (TSX-V: MOM) (“Miraculins”) announced that it has executed a term sheet (“Term Sheet”) with Cachet Pharmaceutical Co., Ltd. (“Cachet”) to appoint Cachet as the exclusive Chinese distributor for the Scout DS® Non-Invasive Diabetes Screening Test. The Term Sheet provides that Miraculins would receive up to $500,000 USD in upfront and milestone payments, staged between signing the Agreement and the successful conclusion of the China Food and Drug Administration (“CFDA”) regulatory clearance process. In addition, Cachet would place a first order for Scout DS® devices valued at $15 million USD on signing of the Agreement. The term of the Agreement would extend for five years from the date of CFDA clearance, subject to minimum annual order quantities by Cachet.

Miraculins Inc. (TSX-V: MOM) (“Miraculins”) announced that Alere Inc. (“Alere”) has elected not to proceed further in the direct commercial development of a professional diagnostic product for the biomarker Endoglin, but instead will support Miraculins in seeking commercialization opportunities for Endoglin by supplying key antibodies that were developed by Alere. As part of this decision, Alere has declined to proceed further with its Endoglin license from Miraculins and the parties have agreed to work to enhance Miraculins’ rights to receive a secure supply of high quality, proprietary Endoglin reagents manufactured by Alere.

Other

Concordia Healthcare Corp. (“Concordia”) (TSX: CXR) announced it has been approved to trade in the United States on OTCQX® (OTCQX). Trading is expected to begin immediately on OTCQX International, a segment of OTCQX marketplace, under the stock symbol CHEHF. The Corporation will continue to trade on the Toronto Stock Exchange under its existing symbol CXR.

Tweed Inc. (“Tweed”) announced that it has received a license from Health Canada to produce and supply medical marijuana under the new Marihuana for Medical Purposes Regulations (MMPR). Tweed plans to begin registering customers on February 6, and will also give customers a first view of some of the strains planned for its store at that time.

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