A Medical Device Daily
Covidien (Pembroke, Bermuda) said it has been notified of an unsolicited “mini-tender” offer by TRC Capital for TRC to buy for cash up to two million shares of Covidien common stock (roughly 0.4% of the outstanding shares), at a price of $42.75 share. TRC’s offer price of $42.75 represented a 3.5% discount to the closing price of $44.30 share on the New York Stock Exchange (NYSE) on July 16, the day before the commencement of TRC’s unsolicited mini-tender offer.
Covidien said it does not endorse TRC’s unsolicited mini-tender offer, and urges its shareholders to exercise caution in considering the offer or determining to sell any shares in the offer. Covidien is not in any way associated with TRC, this mini-tender offer or the offer documentation, the company noted.
Market volatility before the expiration of the “mini tender” offer may cause the value of Covidien shares trading in the open market to be higher (as it was on the date that the offer price was reported) or lower than the value currently offered by TRC. Covidien urges investors to obtain current market quotes for their Covidien shares, to consult with their financial advisors and to exercise caution with respect to TRC’s offer.
The SEC has issued “tips for investors” regarding mini-tender offers, which note that often in making the offers at below-market prices, “bidders are hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.”
Covidien said it encourages stockbrokers and dealers, as well as other market participants, to review both the SEC and the NYSE recommendations on the dissemination of mini-tender offers.
Covidien makes a diverse range of product lines, including surgical devices, energy-based devices, respiratory and monitoring solutions, patient care and safety products, imaging solutions, pharmaceutical products, medical supplies and retail products.
In other financing activity:
• AcelleRX Therapeutics (Cleveland), a Cleveland Clinic start-up company that develops regenerative medicine technologies for treatment of cardiovascular disease and other ischemic disorders, reported its first round of private funding. The amount of the funding was not disclosed.
Jump Start, North Coast Angel Fund, and X-Gen — all Northeast Ohio investment funds — are among the company’s initial investors. Blue Chip Venture Company, located in Cincinnati, and select angel investors completed the round.
AcelleRX said it would use the funds to prepare for a Phase I clinical trial of its Stromal Derived Factor-1 (SDF-1) as a treatment for chronic heart failure, a condition affecting 550,000 new patients each year.
AcelleRX was founded based on the discoveries of Marc Penn, MD, PhD, director of Cleveland Clinic’s Bakken Heart-Brain Institute. The company is one of 18 companies spun off from the Cleveland Clinic in the past five years.
• BrainStorm Cell Therapeutics (Petach Tikvah, Israel), a developer of adult stem cell technologies and therapeutics, reported that it has met the conditions to the satisfaction of ACCBT to receive the first portion of the equity financing transaction from ACCBT, a company under the control of Brainstorm’s president, Chaim Lebovits, and that it has been informed by ACCBT that the funding of $1 million (of the $5 million total ACCBT commitment) will occur ahead of the previously scheduled closing date of August 30. The closing condition was met when BrainStorm completed the restructuring of certain contract matters with Ramot at Tel Aviv University, the technology transfer company of Tel Aviv University (TAU).
BrainStorm’s agreement with Ramot will allow the company to continue to progress in its development of long-term and permanent remedies for life-threatening neurodegenerative disorders such as Parkinson’s and Alzheimer’s, it said.
BrainStorm Cell Therapeutics is an emerging company developing adult stem cell therapeutic products derived from autologous bone marrow cells, for the treatment of neurodegenerative diseases.
• Ventas (Louisville, Kentucky) said that its subsidiary, Ventas Realty, Limited Partnership, has amended its $600 million unsecured bank credit facility to provide the company with improved terms, including the addition of a $150 million “accordion” feature that permits the company to expand its borrowing capacity to a total of $750 million upon satisfaction of certain conditions. Current pricing under the credit facility remains at 75 basis points over LIBOR, and Ventas said it does not expect to record any material expenses or charges in connection with the amendment.
Bank of America is the administrative agent for the credit facility.
Ventas is a healthcare real estate investment trust. Its portfolio of properties located in 43 states and two Canadian provinces includes seniors housing communities, skilled nursing facilities, hospitals and medical office and other properties.