The Cross-Border Biotech Blog

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

Monday Deal Review: September 24, 2012

Welcome to your Monday Biotech Deal Review for September 24, 2012. A busy week in investment stories includes Valeant’s launch of unsecured notes through its subsidiary VPI Escrow Corp, and MedX Health Corp.’s plans to offer 15,000,000 in common shares. Read on to learn more.


Valeant Pharmaceuticals International, Inc. (TSX: VRX) has announced that VPI Escrow Corp., a newly formed wholly owned Delaware subsidiary of Valeant Pharmaceuticals International, a wholly owned indirect subsidiary of the company, launched its offer of approximately $1.75 billion aggregate principal amount of senior unsecured notes. The net proceeds of the offering are expected to be used to fund (i) the transactions contemplated by the previously announced Agreement and Plan of Merger with Medicis Pharmaceutical Corporation whereby Medicis will continue as a wholly owned indirect subsidiary of Valeant, (ii) Medicis’s obligation to pay the conversion consideration with respect to, or repurchase, its outstanding notes, and (iii) transaction expenses in connection with the Merger Agreement. Additionally, the Company also announced that Valeant launched its offer of approximately $500 million aggregate principal amount of senior unsecured notes. Valeant intends to use the net proceeds of the offering for general corporate purposes, including potential acquisitions.

MedX Health Corp. (TSXV – MDX) has announced that it is planning a private placement, to accredited investors only, of up to 15,000,000 common shares at $0.10 per share, to raise up to a maximum of $1,500,000, subject to relevant regulatory and other consents and approvals.  The funds anticipated to be raised by this private placement will be allocated towards expansion of the marketing of its SIMSYS™ and MoleMate™ product lines, development of new marketing initiatives for existing product lines and acquisition of new product-line opportunities and general corporate expenses. During the past six months the company has been able to negotiate significant debt settlement arrangements with certain insiders, and at the forthcoming Annual and Special Meeting scheduled for October 4, 2012, shareholders will be asked to approve a debt settlement of $1,313,031 in consideration of issuance of 3,209,633 common shares (an average price of $0.41 per share) for which approval from the TSXV has already been obtained conditional, among other things, on an approval vote by a majority of disinterested shareholders.

Medifocus Inc.  (TSX-V:MFS) has announced that it has completed its previously announced private placement. The Company issued 22,196,795 units at a price of $0.15 per Unit for gross proceeds of $3,329,519.95. Each Unit is comprised of one common share and one Series C Common Share purchase warrant. Each Warrant entitles the holder to purchase one additional common share at a price of $0.20 for a period of 24 months following the completion of the offering. If, at any time prior to July 8, 2014, the daily volume weighted average trading price of the Common Shares on the TSX Venture Exchange exceeds $0.75 for at least 10 consecutive trading days, Medifocus may, within 30 days of such occurrence, give an expiry acceleration notice to the holders of warrants and, if it does so, the warrants will, unless exercised, expire on the 30th day after the expiry acceleration notice is given.

Medicure Inc. (TSX-V:MPH) has announced that its Board of Directors have approved a consolidation of the company’s common shares on the basis of fifteen pre-consolidation common shares for each one post-consolidation common share, subject to the approval of the TSX Venture Exchange.

Critical Outcome Technologies Inc.(TSXV:COT) hasannounced that it has received consent from the TSX Venture Exchange to extend the expiry date of 12,500,000 common share purchase warrants issued as part of its private placement in March and April 2011. Each warrant entitled its holder to purchase one common share of the company at an exercise price of $0.30 per share for a period of 18 months from the date of issue, with 8,152,500 warrants expiring on September 24, 2012, 2,187,500 warrants expiring on October 6, 2012 and 2,160,000 warrants expiring on October 20, 2012. None of the warrants were exercised since their issuance.

Lifebank Corp. (TSXV:LBK) and Insception Biosciences Inc announced that, in accordance with the offer made by Insception for all of the outstanding common shares in the capital of Lifebank, including all common shares that may be issued on the exercise of options granted under Lifebank’s stock option plan, the exact offered consideration will be $0.495 in cash per share, assuming that the common shares deposited pursuant to the offer are first taken up by Insception when the offer expires at 5:00 p.m. (Vancouver time) on Tuesday, September 25, 2012.

Angiotech Pharmaceuticals, Inc. (TSX:ANP)  has announced that on September 17, 2012, Deutsche Bank National Trust Company, issued notices of redemption on behalf of Angiotech under the applicable indentures to redeem $40,000,000 in aggregate principal amount of Angiotech’s Senior Secured Floating Rate Notes due 2013 (the “FR Notes”, CUSIP Number 034918AH5) and $22,000 in aggregate principal amount of Angiotech’s Senior Floating Rate Notes due 2013.  The redemption price for the Notes is equal to 100% of principal amount of the Notes, together with accrued and unpaid interest on the principal amount of the Notes to, but excluding, the redemption date, which is October 17, 2012.  As of the date hereof, there are approximately $100 million in aggregate principal amount of FR Notes outstanding and $22,000 in aggregate principal amount of Old FR Notes outstanding.

Nordion Inc. (TSX: NDN) has confirmed that it will cease repurchasing shares under the Normal Course Issuer Bid (NCIB) which will be cancelled effective as of September 19, after close of markets.

Commercial Agreements

EnWave Corporation (TSXV:ENW)has announced that it has signed a collaboration agreement with a second pharmaceutical company to test Radiant Energy Vacuum (“REV”) technology as a potential method for the drying of biologic material used for the production of protein-based therapeutics via the Collaborator’s proprietary process. Initial positive lab results involving the company’s REV technology has compelled the collaborator to engage in a more thorough testing program, with the goal of refining their processes and seeking FDA approval for the entire procedure.

Functional Technologies Corp. (TSXV:FEB) has announced that a global, industry leader in yeast production and yeast technology has signed a letter confirming its commitment to supply Functional Technologies with preliminary volumes of the company’s proprietary Acryleast™ yeasts, a platform solution that prevents and reduces the formation of acrylamide. This supply arrangement enables major food processing companies and collaborators, including in the baking, snack food, cereals and potato processing sectors, to evaluate and confirm the feasibility and effectiveness of the Acryleast™ platform in various commercial processes. Successful confirmation of the performance of Acryleast™ yeasts in food applications under industrial processing conditions is an important milestone to drive the adoption of the Company’s yeasts by various industries.

Corporate Announcements

Sirona Biochem Corp. (TSXV:SBM) has announced that it is has engaged GrowthPoint Group to assist in strategic management. GrowthPoint’s Neil Belenkie and Nigel Terrett, both having significant corporate and life sciences backgrounds, will lead the project.


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