Welcome to your Monday Biotech Deal Review for February 24, 2014!
AtmanCo Inc. (“AtmanCo”) (TSX-V: ATW) announced that it has entered into an agreement to sell the assets of the cyberhealth division. The assets of the cyberhealth division include technology, as well as some patents and trademarks. AtmanCo will receive $ 610,000 in cash for the assets of the cyberhealth division. AtmanCo anticipates the closing of this transaction by the end of March 2014. Parties involved in the transaction are AtmanCo Inc. and 9295-5905 Québec Inc., a company owned by Sylvain Guimond. The parties are at arm’s length.
Bradmer Pharmaceuticals Inc. (“Bradmer”) (TSX-V: BMR.H) announced that it has entered into a letter of intent dated February 18, 2014 with Alpha Cancer Technologies Inc. (“Alpha”) to complete a going-public transaction for Alpha (the “Proposed Transaction”). It is currently anticipated that the Proposed Transaction will proceed by way of an amalgamation of Bradmer and Alpha under the Business Corporations Act (Ontario) (the “Amalgamation”), with the amalgamated entity (the “Resulting Issuer”) being named “Alpha Cancer Technologies Inc.” (or such other name as Alpha may determine).
Paladin Labs Inc. (TSX: PLB) (“Paladin”) announced that it has received Investment Canada Act approval and the South African Competition Act clearance in connection with its previously announced plan of arrangement to effect, among other things, the indirect acquisition by Endo International Limited (“New Endo”) of all outstanding shares of the Corporation (the “Arrangement”). This effectively completes the review by regulatory authorities in connection with the proposed Arrangement.
Cangene Corporation (“Cangene”) (TSX: CNJ) announced that its acquisition by Emergent BioSolutions Inc. (“Emergent”) (NYSE: EBS) has been completed. Under the terms of the court-approved Plan of Arrangement, originally announced on December 11, 2013, Cangene stockholders will receive US$3.24 per share (C$3.601 per share) in cash, for an aggregate purchase price of US$222 million (approximately C$246 million2). As a result of the completion of the transaction, shares of Cangene common stock will no longer be listed for trading on the Toronto Stock Exchange, effective as of the close of trading on February 24, 2014.
Atrium Innovations Inc. (TSX: ATB) (“Atrium”) announced the successful completion of the previously announced plan of arrangement (the “Arrangement”) providing for the acquisition of all of the outstanding common shares of Atrium (“Atrium Shares”) by corporations backed by the Permira funds (“Permira”) and the acquisition by the Corporation of all of its outstanding 5.75% convertible unsecured subordinated debentures (“Atrium Debentures”). Pursuant to the Arrangement, the former holders of Atrium Shares (other than the shares rolled over by Fonds de solidarité des travailleurs du Québec (F.T.Q.) (“Fonds”) and Caisse de dépôt et placement du Québec (“CDPQ”)) will receive, for each Atrium Share held, $24.00 in cash, and the former holders of Atrium Debentures will receive, for each $1,000 principal amount of Atrium Debentures, a cash amount of approximately $1,150. It is anticipated that the Atrium Shares and the Atrium Debentures will be delisted from the Toronto Stock Exchange on or about February 14, 2014.
Paladin Labs Inc. (TSX: PLB) (“Paladin”) informed its shareholders that two leading independent proxy advisory research firms, Institutional Shareholder Services (“ISS”) and Glass Lewis & Co, have recommended that its clients vote “FOR” the special resolution approving the previously announced plan of arrangement to effect, among other things, the indirect acquisition by Endo International Limited (“New Endo”) of all outstanding shares of the Corporation (the “Arrangement”).
Trimel Pharmaceuticals Corporation (TSX: TRL) announced that it has entered into subscription agreements in connection with a private placement of 14,829,676 common shares (“Common Shares”) for aggregate gross proceeds in the amount of $10,543,900. The issue price of the Common Shares will be $0.711 per share, equal to the “market price” of the Common Shares as of the date of acceptance of the applicable subscriptions (as calculated in accordance with the rules of the Toronto Stock Exchange (“TSX”)). Following completion of the private placement, the company will have a total of 163,126,438 Common Shares outstanding.
Vivione Biosciences Inc. (TSX-V: VBI) announced that it has successfully completed its previously announced non-brokered private placement offering of 864,000 units at a purchase price of $0.25 per unit for total proceeds of $216,000 (the “Offering”). Each unit consists 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 February 19, 2016, subject to accelerated expiry in certain circumstances.
Microbix Biosystems Inc. (TSX: MBX) announced that it has closed on new financing for the development of LumiSort® and also renegotiated a 2010 agreement with an animal genetics company. Microbix confirms that the recently announced financing for the development of its LumiSort® prototype has now closed with the Company’s existing debenture holder and that $1,500,000 in new funding has been advanced to the Company by way of 9% secured convertible debenture in the principal amount of $1,500,000 convertible at $0.35 per share.
Cardiome Pharma Corp. (TSX: COM) (“Cardiome”) and CarCor Investment Holdings LLC (“CarCor”) announced that they have entered into an agreement with a group of underwriters led by Canaccord Genuity Corp. (the “Underwriters”) for the sale, on a bought deal basis, of 1,500,000 common shares from Cardiome for gross proceeds of C$15 million (the “Primary Offering”) and 1,500,000 common shares in a secondary offering from Carcor for gross proceeds of C$15 million (the “Secondary Offering”) both at C$10.00 per common share, for a combined offering of C$30 million (collectively, the “Offering”). Closing of the Offering is expected to occur on or about March 11, 2014.
Cardiome Pharma Corp. (TSX: COM) announced that it has entered into an At Market Sales Issuance Agreement with MLV & Co. LLC (MLV) pursuant to which the company may from time to time sell, through at-the-market (ATM) offerings and MLV as agent, such common shares as would have an aggregate offer price of up to U.S.$30,000,000.
Response Biomedical Corp. (TSX: RBM) (the “Company”) announced that it has secured a US$2.5 million term loan from Silicon Valley Bank (“SVB”). The Company will initially draw down US$1.5 million of the facility, and a further US$1.0 million will become available for draw down if certain financial targets are met on or before July 31, 2014. Under the terms of the loan agreement entered into with SVB (the “Loan Agreement”), the total proceeds of US$2.5 million will be made available in tranches of US$1.5 million upon closing and the remaining US$1.0 million at the discretion of the Company at any time prior to September 30, 2014 if certain revenue targets are met by July 31, 2014 and the Company remains in compliance with the terms of the Loan Agreement. The loan matures on May 1, 2017 and bears an interest rate of Wall Street Journal Prime Rate plus 2.5% annually.
Miraculins Inc. (TSX-V: MOM) (“Miraculins”) announced that it has closed the second tranche under the non-convertible secured loan with a third party lender (the “Lender”) receiving an advance of CDN$150,000 from the Lender the “Loan”). Under the second tranche of the Loan, the Lender purchased a promissory note with a principal amount of CDN$166,667 for a purchase price of CDN$150,000. Miraculins will have the option to request the Lender to advance additional tranches under the Loan. discretion. 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. In addition, any overdue payment will bear additional interest at a rate of 6% per annum, for a combined interest rate of 18% per annum on any overdue payment. As consideration for providing the second tranche of the Loan, Miraculins issued 33,333 common shares to the Lender.
Medifocus Inc. (TSX-V: MFS) announced a further 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 28, 2014. All other terms and conditions of the Offering remain unchanged.
Commercial & Other Agreements
Revive Therapeutics Ltd. (TSX-V: RVV) (“Revive”) announced that it has signed a material transfer agreement (the “MTA”) with a global pharmaceutical company headquartered in Osaka, Japan. Pursuant to the MTA, Revive will obtain access to confidential information and clinical trial supply of the drug bucillamine for Revive’s human clinical trial of REV-002, a potential new treatment for gout. In return, the global pharmaceutical company will have exclusive commercialization rights in Japan, Korea and Taiwan, and Revive will have exclusive commercialization rights in the rest of the world.
Cardiome Pharma Corp. (TSX: COM) announced that its subsidiary, Correvio GmbH, has entered into an agreement with Nomeco A/S, headquartered in Copenhagen, Denmark, to distribute BRINAVESS™ (vernakalant IV) to customers in the Danish market. Financial details of the agreement have not been disclosed.
Vivione Biosciences Inc. (TSX-V: VBI) announced the signing of a Memorandum of Understanding (“MOU”) with South Korean biotech company, AriBio, Inc. (“AriBio”). This strategic alliance is anticipated to combine the strengths of Vivione in the areas of rapid diagnostics and its new in silico compound modeling technology (“Molecular Design”) with AriBio’s substantial experience in drug design and testing. The alliance also initiates collaborative development efforts on Vivione’s retail food freshness indicator currently branded as FQI (‘Food Quality Indicator’).
Cardiome Pharma Corp. (TSX: COM) announced that its subsidiary, Correvio GmbH, has entered into an agreement with Tamro AB to distribute BRINAVESS® (vernakalant IV) to customers in the Swedish market. Financial details of the agreement have not been disclosed.
Axxess Pharma Inc. (PINKSHEETS: AXXE) through its wholly-owned subsidiary AllStar Health Brands Inc. has entered into an exclusive distribution agreement with Hardcore Beverages for Australia, New Zealand, South Korea, and Indonesia with other Asian markets to be added at a later date. HardCore Beverages of Queensland, Australia has experienced first-hand the power of the TapouT® brand with the successful marketing of TapouT beverages.
ZoomMed Inc. (TSX-V: ZMD) announced that it has signed an agreement with Desjardins Insurance for the development and operation of a project focusing for a web-based solution to integrate selected insurance plan information into the ZRx Prescriber to provide physician users with information while they are entering prescriptions on their PC, tablet or smartphone.