The Cross-Border Biotech Blog

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

Monday Deal Review: July 8, 2013

Welcome to your Monday Biotech Deal Review for July 8, 2013! A busy two weeks has seen  lot of activity on the debt financing side of things. This includes Paladin and Bioniche’s complex debt financing and license arrangement.
Valeant’s ambitious financing push is also nering completion, with the public offering worth $2.3 billion closing and the nearly $3.3 billion in senior notes being priced.

Click through the break to see the full rundown of the past weeks’ stories!


Botaneco Corp. (TSXV:BOT) has changed its name to Natunola AgriTech Inc.  The shares of the company are expected to begin trading on the TSX Venture Exchange under the new name and under the symbol “NAH” effective as of opening of trading on Tuesday July 9, 2013. The name change was approved by shareholders at an annual and special meeting held on June 25, 2013 and follows the sale of the company’s oleosomes cosmetic business announced earlier this year.  The company is now focused on the business, operations and growth of its wholly owned subsidiary Natunola Health Inc.

Amorfix Life Sciences Ltd. (TSX: AMF) has announced that it has closed the first tranche of a non-brokered private placement pursuant to which 1.5 units (Units) were issued at a price of CDN$350,000 per unit for gross proceeds of CDN$525,000. The total amount that can be raised under the Offering is $1,400,000. Each Unit consists of one million common shares of Amorfix (Shares) and one million common share purchase warrants of Amorfix (Warrants). Each Warrant entitles the holder to purchase one Share at a price of CDN$ 0.55 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.

Valeant Pharmaceuticals International, Inc. (NYSE: VRX, TSX: VRX) has closed its recently priced public offering (the “Offering”) of common shares and the exercise in full by the underwriters of their option to purchase additional common shares. The Company today issued 23,529,412 common shares at a price of $85.00 per share (the “Firm Shares”) and, pursuant to the underwriters’ exercise of their option to purchase additional common shares, an additional 3,529,412 common shares at a price of $85.00 per share (the “Additional Shares”), for aggregate gross proceeds of approximately $2.3 billion.

Calyx Bio-Ventures Inc. (TSXV: CYX) has closed the remainder of the non-brokered private placement (the “Second Closing”) first announced on June 25, 2013 and further increased on July 3, 2013 (the “Financing”). The Second Closing consisted of the sale of 1,466,666 units (the “Units) at a price of $0.15 per Unit for gross proceeds of $220,000. A first closing of the Financing took place on July 4, 2013 (the “First Closing), and consisted of the sale of 3,763,334 Units for gross proceeds of $564,500. In aggregate between the first and second closing of the Financing, the Company sold 5,230,000 Units for gross proceeds of $784,500. Each Unit comprises one common share of the Company and one common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant is exercisable into one common share of the Company for a period of 18 months from closing at an exercise price of $0.35.

Debt Financing

Annidis Corporation (TSXV: RHA) has closed its $3,000,000 promissory note financing announced on November 29, 2012. The Company also announced its subsidiary completed a distribution agreement with Yimai Technology International Company Limited (YIMAI), a Hong Kong company which through its affiliates distributes ophthalmology products in China. YIMAI subscribed for $1,000,000 of the promissory note offering which along with $333,313 of additional commitments from third parties completes the offering. Each lender received one common share purchase warrant for every one dollar of principal loaned to Annidis.  Each Warrant may be exercised at a price of $0.40 per common share for a period of three years from the date of issuance, subject to early termination or expiry provisions. The Notes are secured by a general security agreement over the assets, including all intellectual property, of Annidis Health Systems Corp. In accordance with applicable securities laws, the securities issued in connection with the Financing are subject to a hold period of four months plus one day from the date on which they are issued. The proceeds from the financing will be used by Annidis for general working capital purposes including accelerating manufacturing. Annidis Health Systems Corp., a wholly-owned subsidiary of Annidis, also entered into a distribution agreement with YIMAI to provide them exclusive distribution rights of Annidis products in the People’s Republic of China, including Hong Kong and Macau. YIMAI, through its affiliate Shenzhen New Industries Material Of Ophthalmology Co. Ltd., markets and distributes ophthalmology products in China through its 13 nationwide offices.

Bioniche Life Sciences Inc. (TSX: BNC) and Paladin Labs Inc. (TSX:PLB) have closed of the various agreements associated with a comprehensive strategic collaboration to refinance and increase Bioniche’s debt, provide new equity, and enter into the first licensing deal for Bioniche’s Phase III bladder cancer product – Urocidin™. This collaboration was originally announced on June 5, 2013. The closing of these deals has resulted in the issuance of a further $5 million in debt financing to Bioniche from Paladin.

MedX Health Corp. (TSXV – MDX) announces that it has reached agreement with certain creditors to settle debts amounting to a total of $362,078 by issuance of 3,620,780 Units at $0.10 per Unit.  Each Unit comprises one (1) fully paid non-assessable common share in the capital of MedX, issued from its treasury, and one-half (1/2) of a share purchase warrant.  Each whole share purchase warrant entitles the holder to purchase one (1) fully paid non-assessable common share from the treasury of MedX during the period commencing on the date of issue and expiring on December 31, 2015 (the “Expiration Date”), at an exercise price of $0.20 if exercised before January 1, 2015, and at an exercise price of $0.30 if exercised after December 31, 2014 and prior to the Expiration Date.

Valeant Pharmaceuticals International, Inc. (NYSE: VRX, TSX: VRX) has announced that VPII Escrow Corp., a newly formed wholly owned Canadian subsidiary of the Company, has priced $1.6 billion aggregate principal amount of 6.75% senior unsecured notes due 2018 (the “2018 Notes”) and $1.625 billion aggregate principal amount of 7.50% senior unsecured notes due 2021 (together with the 2018 Notes, the “Notes”). The 2018 Notes supplant the previously announced offering of senior unsecured notes due 2023. The Notes offering is expected to close on or about July 12, 2013.


Commercial and Other Agreements

Privately-held Immune Design, and Medicago Inc. (TSX: MDG) have entered a license agreement providing Medicago the use and commercialization of Immune Design’s proprietary synthetic Toll-like Receptor 4 agonist, Glucopyranosyl Lipid A (GLA). Medicago has the option to use Immune Design’s molecular adjuvant in its vaccines for various pandemic influenza strains. Under the terms of the agreement, Immune Design has granted Medicago a worldwide, nonexclusive license to research, develop, and commercialize GLA as a component of its VLP-based vaccines in the field of pandemic influenza. Other terms were not disclosed.

Cardiome Pharma Corp. (NASDAQ: CRME) (TSX: COM) has announced an agreement with AOP Orphan Pharmaceuticals AG to commercialize BRINAVESS™ (vernakalant intravenous) in select European markets. AOP Orphan will support Cardiome in obtaining product registrations required for the marketing and sale of BRINAVESS in the AOP Orphan countries and will actively call on customers to promote the product.  Under terms of the agreement, AOP Orphan has agreed to specific annual commercial goals for BRINAVESS.

Sirona Biochem Corp (TSXV:SBM)(OTCQX:SRBCF)(FRANKFURT:ZSB)  has announced the signing of a Letter of Intent (LOI) for a collaboration with Biogalenys. The goal of the collaboration is to study Sirona Biochem’s patented glycoprotein (cell preservation) technology and to develop preclinical data supporting multiple targeted applications.

EnWave Corporation (TSXV:ENW) has signed a royalty-bearing Commercial License with Hormel Foods Corporation (“Hormel Foods”), a Fortune 500 company, to enable the production and sale of specific products dehydrated with the Company’s Radiant Energy Vacuum (“REV™”) technology. Under the License, EnWave and Hormel Foods have agreed to long-term royalty rates, broader global market rights and the use of EnWave’s nutraDRIED™ trademark on the retail packaging of products from Hormel Foods. Other terms of the License will remain confidential.

Sirona Biochem Corp (TSXV:SBM)(OTCQX:SRBCF)(FRANKFURT:ZSB) has announced the signing of a Letter of Intent (LOI) to create an extended collaboration with VitamFero. The goal of the collaboration is to apply Sirona Biochem’s patented glycoprotein technology to the preservation of live attenuated animal vaccines.


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