Welcome to your Monday Biotech Deal Review for March 10, 2014!
Patheon Inc. (TSX: PTI) (“Patheon”) announced that at a special meeting (the “Special Meeting”) of holders of its restricted voting shares (“Shareholders”), Shareholders passed a special resolution (the “Arrangement Resolution”) approving a statutory plan of arrangement (the “Arrangement”) under the Canada Business Corporations Act (the “CBCA”) pursuant to which JLL/Delta Patheon Holdings, L.P. (“Newco”) will indirectly acquire all of the issued and outstanding restricted voting shares of Patheon. Newco is sponsored by an entity controlled by JLL Partners, Inc. (“JLL”) and Koninklijke DSM N.V. The Arrangement Resolution was approved by approximately 99% of the votes cast by Shareholders and approximately 99% of the votes cast by “minority” Shareholders (Shareholders other than affiliates of JLL and James Mullen, Chief Executive Officer of Patheon) at the Special Meeting.
Paladin Labs Inc. (TSX: PLB) (“Paladin”) announced the completion of the indirect acquisition by Endo International plc (“New Endo”) of all of the outstanding shares of the Corporation (the “Arrangement”). Under the terms of the Arrangement, Endo Health Solutions Inc. (“Endo”) and Paladin have been combined under New Endo. Paladin shareholders will receive (i) 1.6331 shares of New Endo, (ii) CDN$1.16 cash and (iii) one share of Knight Therapeutics Inc. (“Knight”), a newly formed Canadian company, for each Paladin share they owned upon closing. Shares of Knight will trade on the TSX Venture Exchange under the ticker symbol GUD. Shares of New Endo will trade on NASDAQ under the ticker symbol ENDP and the Toronto Stock Exchange under the ticker symbol ENL. Trading in New Endo and Knight shares is expected to commence on Monday, March 3, 2014.
3487911 Canada Inc. (the “Corporation”) announced that it has acquired ownership of 6,291,700 common shares of Knight Therapeutics Inc. (“Knight”) which represents approximately 28.55% of the outstanding common shares of Knight for aggregate consideration of $3,397,518. The Corporation owns 6,975,186 common shares of Knight which represents approximately 31.65% of the outstanding common shares of Knight. The common shares were acquired for investment purposes only.
Transition Therapeutics Inc. (“Transition” or the “Company”) (NASDAQ: TTHI, TSX: TTH) announced the acquisition of an Irish domiciled company (“Irish Subsidiary”), the holder of all the development and commercialization rights of neuropsychiatric drug candidate, ELND005. The Company also announced a US$15 million investment by Perrigo to acquire approximately 7% of Transition’s common shares. After a series of transactions, Perrigo has transferred all of its ELND005 rights and assets to Irish Subsidiary. In parallel with this acquisition, Perrigo has invested US$15 million and will receive 2,255,640 Transition common shares representing approximately a 7% ownership stake in Transition. Perrigo will also be eligible to receive up to US$40 million in approval and commercial milestone payments and a 6.5% royalty on net sales of ELND005 products and sublicense fees received. Going forward, Irish Subsidiary will be responsible for all future development and commercialization activities of the ELND005 drug candidate.
Vétoquinol (NYSE Euronext Paris: VETO) and Bioniche Life Sciences Inc. (TSX: BNC) jointly announced their signing of a share purchase agreement under which Vétoquinol has agreed to purchase Bioniche’s Animal Health business for the cash purchase price of CAD$61 million. This agreement remains subject to the approval by shareholders of Bioniche Life Sciences Inc., and the usual closing conditions for a transaction of this type.
Patheon Inc. (TSX:PTI) (“Patheon”) announced that Institutional Shareholder Services Inc. (“ISS”) has published a report recommending that its subscribers vote “FOR” the resolution approving the statutory plan of arrangement under the Canada Business Corporations Act (the “Arrangement”) that would effect a going private transaction for Patheon. On the closing of the proposed Arrangement, JLL/Delta Patheon Holdings, L.P. (“Newco”) will acquire, directly or indirectly, all of the restricted voting shares of Patheon at a cash price of US$9.32 per restricted voting share. Newco is sponsored by an entity controlled by JLL Partners, Inc. and Koninklijke DSM N.V.
Critical Outcome Technologies Inc. (TSX-V: COT) announced that it has received acceptance from the TSX Venture Exchange (“TSXV”) to extend the expiry term of 1,575,500 common share purchase warrants (“Warrants”) issued as part of its private placement in April and May 2010 representing the third amendment made for these warrants. The Expiry Date is now being amended to extend it to 5:00 p.m. EST on March 31, 2015, (the “New Expiry Date”). All other previously amended and unamended terms and conditions of the Warrants remain unchanged.
Sirona Biochem Corp. (TSX-V: SBM) announced that it has closed its private placement in the amount of 9,230,770 units at $0.13 per unit for total gross proceeds of $1,200,000. Each unit consists of one common share and one transferable share purchase warrant, each warrant exercisable into one additional common share of the Company for a period of three years from the date of issue at a price of $0.20 per share. The Company paid a total of $1,976 in cash and issued a total of 15,200 share purchase warrants to finders in connection with the placement. Each finder’s warrant is exercisable into one common share of the Company for a period of three years at a price of $0.20 per share.
Knight Therapeutics Inc. (“Knight”) (TSX-V: GUD) announced that due to the positive market reaction to its previously announced private placement bought deal offering (the “Offering”) of 20,301,038 special warrants of Knight (“Special Warrants”) for expected gross proceeds of $71,053,633, it has agreed to amend the Offering (the “Amended Offer”) in order to grant to the syndicate of underwriters led by GMP Securities L.P. and including Cormark Securities Inc. (collectively, the “Underwriters”) an over-allotment option (the “Over-Allotment Option”) to purchase up to an additional 1,127,542 Special Warrants on the same terms and conditions as under the Offering. The Over-Allotment Option may be exercised by the Underwriters at any time up to 48 hours prior to the closing of the Offering. Assuming the full exercise of the Over-Allotment Option, the aggregate gross proceeds of the Offering are expected to be approximately $75 million.
Avidus Management Group Inc. (the “Company”) (TSX-V: AVD) announced that the Company has completed a non-brokered private placement of 8,044,224 units (the “Units”) at a price of $0.10 per Unit for gross proceeds of approximately $804,224 (the “Offering”). Each Unit consists of one common share of the Company (a “Share”) and one common share purchase warrant (a “Warrant”). Each Warrant entitles the holder to purchase an additional common share of the Company at an exercise price of $0.20 per common share for a period of three years from the date of issue. The Company confirms that neither finders fees nor broker warrants were issued in conjunction with this Offering.
Amorfix Life Sciences Ltd. (TSX: AMF) announced that it has closed a non-brokered private placement (the Offering) pursuant to which 1,600,000 common shares of Amorfix (Shares) and 1,600,000 Warrants were issued for gross proceeds of CDN$448,000. Each Warrant entitles the holder to purchase one Share at a price of CDN$ 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.
Pivotal Therapeutics Inc. (CSE: PVO) announced it has completed its previously announced debt financing issuing a total of 7,744 units at a price of CDN $1,000 per unit for total proceeds of CDN $7,743,580. Pivotal experienced greater demand than anticipated for the Financing and as a result was oversubscribed by 2,744 units resulting in an increase of $2,743,580 over the CDN $5,000,000 previously announced.
Oncolytics Biotech Inc. (“Oncolytics”) (TSX:ONC; NASDAQ:ONCY) announced that it has entered into a share purchase agreement (the “Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“LPC”) that will provide an initial investment in Oncolytics of US$1.0 million and make available additional periodic investments of up to US$25.0 million over a 30-month term (the “Financing”).
Spectral Diagnostics Inc. (TSX: SDI) (the “Corporation”) announced that its board of directors has approved an extension of the expiry date of the outstanding 24,375,000 common share purchase warrants and 731,250 broker warrants of the Corporation (collectively, the “Warrants”) from March 2, 2014 to September 2, 2014. The exercise price of the Warrants remains unamended at $0.60 and no other changes were made to the terms of the Warrants.
Sirona Biochem Corp. (TSX-V: SBM) (the “Company”) announced that it has arranged a private placement of 9,230,770 units at $0.13 per unit for total gross proceeds of $1,200,000. Each unit will consist of one common share and one transferable share purchase warrant, each warrant exercisable into one additional common share for a period of three years from the date of issue at a price of $0.20 per share. The private placement is fully subscribed.
Commercial & Other Agreements
BioSyent Inc. (TSX-V: RX) (“BioSyent”) announced that its subsidiary BioSyent Pharma Inc. has signed an exclusive Canadian Licence and Distribution Agreement with an existing European partner for a gastrointestinal health product that has already been approved by Health Canada. This licence agreement is with the same partner that will be supplying the women’s health product that is being prepared for launch in the second quarter of this year. The new product has been approved in several European countries and is being successfully marketed there.
Critical Outcome Technologies Inc. (the “Company”) (TSX-V: COT) announced that it has signed a non-binding letter of intent (“LOI”) to form a joint venture with Portage Biotech Inc. (“Portage”) to fund and direct the Phase 1 development of the Company’s clinical oncology candidate, COTI-2. Under the terms of the LOI, the Company and Portage have agreed to form a joint venture company (“JV Co”) wherein the Company will grant an exclusive limited license for COTI-2 to JV Co for the development of COTI-2 from the point it commences the final pre-clinical 28-day two-species toxicity studies, through IND preparation and filing, a Phase 1 clinical trial and all related or ensuing development as determined to be appropriate by JV Co. Portage will invest $5.0 million USD in JV Co and these funds will be used to fund the mutually agreed upon development plan for COTI-2. Upon signing the LOI and successful completion of the remaining due diligence, Portage and COTI will enter into negotiations of a definitive plan and agreement of joint venture (the “JV Agreement”) and an exclusive limited license agreement in respect of COTI-2.