The Cross-Border Biotech Blog

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

Monday Deal Review: April 29, 2013

Welcome to your Monday Biotech Deal Review for April 29, 2013! This week saw Ergoresearch and Amorfix close their previously announced private offerings. Trimel, meanwhile, has raised $40 million from their public offering of 50,000,000 common shares. On the acquisition front, Valeant received approval from Uklraine’s anti-monopoly authority, after extending the deadline for their tender offer for Obagi, which has now closed.  Get the details on these key transactions, as well as the rest of the week’s major news, by clicking through!



Valeant Pharmaceuticals International, Inc. (NYSE: VRX, TSX: VRX) and has received approval by the Antimonopoly Committee of Ukraine of its proposed acquisition of Obagi Medical Products, Inc. (NASDAQ: OMPI) pursuant to a tender offer and subsequent merger. The receipt of the AMC’s approval of the acquisition satisfies one of the conditions to consummate the tender offer. As previously announced, the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 has expired. The consummation of the tender offer remains subject to other customary conditions, all of which the parties expect to be satisfied.  The tender offer for all of the outstanding shares of common stock of Obagi at a price of $24.00 per share, net to the seller in cash, without interest (less any required withholding taxes) was extended and has now expired at 12:00 midnight, New York City time, on Thursday, April 25, 2013.

Victhom Human Bionics Inc.’s (TSXV: VHB) shareholders have approved the sale of all of the outstanding securities of Victhom to Ergoresearch Inc., a direct wholly-owned subsidiary of Ergoresearch Ltd. (TSXV: ERG) pursuant to a plan of arrangement.

Debt Finacing

Functional Technologies Corp. (TSXV:FEB) has filed a notice of intention to make a proposal to its creditors under the Canada Bankruptcy and Insolvency Act (BIA). This process has been initiated because the company is currently unable to meet its obligations to its secured and unsecured creditors. The company’s intent in filing the notice, and later the proposal, is to seek to restructure its affairs and make an arrangement with its creditors in order to carry on its business. As a consequence of the filing of the notice, all of the company’s creditors are automatically stayed from taking any proceedings against the company or its assets for an initial period of thirty days.


Ergoresearch Ltd. (TSXV: ERG) has closed a private placement of 10,258,065 common shares at a price of $0.62 per common share for gross proceeds of $6.36 million. Following closing of the private placement, 69,889,340 common shares are issued and outstanding. The securities issued under the private placement are subject to a four-month hold period ending on August 25th, 2013.

Medicago Inc. (TSX: MDG) has entered into an agreement to sell to Le Fonds d’investissement RÉA II Fiera Capital Inc., on a private placement basis, 6,250,000 common shares of the corporation at a price of $0.56 per share for gross proceeds of $3.5 million.

Amorfix Life Sciences Ltd. (TSX: AMF) has closed the second and final tranche of a non-brokered private placement pursuant to which a total of 450,000 units were issued at a price of CDN$ 0.26 per unit for gross proceeds of CDN$117,000. Including the closing of the first tranche of the private placement on April 4, 2013, the company has issued 1,250,000 units for total gross proceeds $325,000 under this offering. Each unit consists of one common shares of Amorfix and one common share purchase warrant of Amorfix. Each warrant entitles the holder to purchase one share at a price of CDN$ 0.50 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 (over a period of twenty consecutive trading days exceeds $1.00.

Medifocus Inc.  (TSX-V:MFS) has received approval from the TSX Venture Exchange to extend the expiry date of 2,449,997 outstanding common share purchase warrants issued pursuant to the private placement announced April 9, 2010 (the Warrants) by one year. The expiry date of the warrants was extended to April 24, 2013 in April, 2012. Each warrant entitles the holder to acquire one common share of Medifocus at a price of $0.50. The company will extend the term of the Warrants from April 24, 2013 to April 24, 2014. All other terms and conditions of the warrants (as amended) will remain unchanged and in full force and effect.

Trimel Pharmaceuticals Corporation (TSX: TRL) has completed its previously announced public offering, for aggregate gross proceeds of $40,000,000. In connection with the offering, the company issued a total of 50,000,000 common shares at a price of $0.80 per common share. The offering was completed by a syndicate of underwriters led by RBC Capital Markets and including D&D Securities Inc. and Paradigm Capital Inc. Each of Bloom Burton & Co. and Roth Capital Partners, LLC also provided certain advice to the company in connection with the offering.

Neovasc Inc. (TSXV: NVC) announced the exercise of 1,835,000 common share purchase warrants issued as part of the company’s August 2011 financing, resulting in proceeds of $2,293,750 to Neovasc. In that financing, Neovasc issued units that included 2,360,250 whole warrants entitling the holders to purchase one common share of Neovasc stock at a price of $1.25 for a period of up to two years after the close of the financing. Participants in this exercise of warrants include OPKO Health, Inc. and Gagnon Securities.

Commercial & Other Agreements

Cipher Pharmaceuticals Inc. (TSX: DND) has entered into a definitive distribution and supply agreement with Tecnofarma International Ltd. under which Cipher has granted Tecnofarma the exclusive right to market, sell and distribute CIP-TRAMADOL ER in Latin America. Tecnofarma, headquartered in Uruguay, operates in 18 Latin American countries and will launch the product in certain territories, including Brazil and Mexico.

Cardiome Pharma Corp. (NASDAQ: CRME) (TSX: COM) has taken on responsibility for worldwide sales, marketing, and promotion of BRINAVESS™ (vernakalant IV) pursuant to a Transition Agreement signed with Merck, known as MSD outside the United States and Canada (NYSE: MRK).  Under the agreement, worldwide sales and marketing rights will transfer to Cardiome immediately.  Pursuant to this agreement, Cardiome will continue to receive relevant royalties on worldwide sales.  Cardiome will also receive an undisclosed promotional services fee.  Regulatory product rights and product distribution responsibility are expected to transfer to Cardiome on or about July 15, 2013, following which Cardiome will recognize all BRINAVESS™ revenue and Merck will cease paying royalties or any promotional services fee.  Merck will either terminate or transfer Sponsor responsibility for each relevant clinical study to Cardiome by September 15, 2013.

MaRS Innovation (MI) announced the formation of a strategic partnership with Pfizer Inc. (NYSE:PFE)  to advance early-stage technologies related to human health in therapeutics and diagnostics. Through this collaboration, MaRS Innovation and Pfizer will jointly identify investment opportunities emerging from well-validated scientific research discoveries within MaRS Innovation’s 16 member institutions, including the University of Toronto and its nine affiliated teaching hospitals.

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