A Medical Device Daily
pSivida (Perth, Australia) reported that it entered into definitive agreements to raise about $18 million (A$21.3 million) in gross proceeds in a registered direct offering through the sale of its NASDAQ-traded ADSs and warrants to purchase ADSs, including $6.5 million (A$7.7 million) to Pfizer (New York).
The company estimates that net proceeds from the offering will be about $16.3 million (A$19.4 million), after deducting placement agent fees and estimated offering expenses. pSivida has entered into subscription agreements with primarily institutional investors pursuant to which it has agreed to sell a total of 14,402,000 units, for $1.25 (A$1.48) per unit. Each unit consists of one ADS, representing ten ordinary shares, and one warrant to purchase 0.40 ADSs, with a warrant exercise price of $1.65 (A$1.96) per ADS. Units will not be issued or certificated. The ADSs and warrants are immediately separable and will be issued separately. The warrants will be exercisable from the date of issuance through the fifth anniversary of the issuance.
The closing of the transaction is scheduled to occur on or around Thursday, subject to the satisfaction of customary closing conditions, except that the closing of the sale of units to Pfizer will occur on or around July 13.
Cowen and Company acted as lead placement agent and JMP Securities acted as co-agent in this offering.
pSivida is a global bio-nanotech company committed to the biomedical sector and the development of drug delivery products. Retisert is FDA approved for the treatment of uveitis. Vitrasert is FDA approved for the treatment of AIDS-related CMV Retinitis. pSivida has licensed the technologies underlying both of these products to Bausch & Lomb (Rochester, New York). The technology underlying Medidur for diabetic macular edema is licensed to Alimera Sciences (Alpharetta, Georgia) and is in Phase III clinical trials.
In other financing activity:
• Reflect Scientific (Orem, Utah) said that it closed a funding with institutional investors in the amount of $2.5 million. The company sold senior convertible debentures that are initially convertible at 65 cents a share. It also granted warrants to the investors to buy 100% of the shares issuable upon conversion of the debentures, with half having an exercise price of 80 cents a share and the remainder having an exercise price of $1 a share. The debentures and warrants were sold pursuant to an exemption of Regulation D, Rule 506 of the Securities Act. Reflect Scientific has agreed to file a registration statement within 60 days of closing for the shares underlying the debentures and warrants. vFinance Investments acted as placement agent in the transaction.
Reflect Scientific provides scientific products for the biotechnology, pharmaceutical and medical industries and has had consistent year-over-year growth for more than 14 years. Reflect Scientific says it targets strategic acquisitions that will increase revenue and profits in their primary markets and that will fulfill Reflect’s strategic imperative of significant, sustained revenue growth through innovative market need-based products.
• The board of directors of Elekta (Stockholm, Sweden) reported that it has decided to repurchase shares in the company.
Elekta’s distribution policy is to distribute 20% or more of net profit to shareholders in the form of dividends, share repurchases or comparable measures. Elekta’s annual general meeting on Sept. 20, 2006 resolved to authorize the board to decide on the acquisition of a maximum of 10% of the total number of shares in the company.
The board said it decided to exercise the mandate to authorize the executive management to initiate, on appropriate occasions, the repurchase of shares in an amount of SEK 100 M, but maximized to 1 million shares.
The company now owns 759,271 of its own shares. A repurchase of 1 million shares is corresponding to 1.1% of the total number of outstanding shares in the company. The board said it will recommend that the acquired shares be cancelled.
Elekta is an international med-tech group, providing clinical solutions, comprehensive information systems and services for improved cancer care and management of brain disorders.
• PSS World Medical (Jacksonville, Florida) reported that it has made a $22.5 million equity investment, roughly 5% of current outstanding shares, in athenahealth (Watertown, Massachusetts), a provider of internet-based healthcare information technology and business services to physician practices. The company bought shares of athenahealth from existing shareholders. Additionally, the company’s Physician Business, Physician Sales & Service, has entered into a two-year exclusive distribution agreement with athenahealth to market its web-based practice management, billing and electronic medical record (EMR) solutions to the U.S. physician market. athenahealth will also provide enhanced product and customer support services to PSS World Medical’s physician customers. Future product developments are expected to integrate customer ordering and inventory management functionality into athenahealth’s existing service offering, the company noted.
• Biogen Idec (Cambridge, Massachusetts) reported the final results of its modified “Dutch Auction” tender offer, which expired at midnight EDT June 26. Biogen Idec has accepted for payment an aggregate of 56,424,155 shares of its common stock at $53 a share, for an aggregate share repurchase of about $3 billion. These shares represent roughly 16.4% of the shares outstanding as of June 26.
Based on the final count by the depositary for the tender offer (and excluding any conditional tenders that were not accepted due to the specified condition not being satisfied), 56,424,155 shares of common stock were properly tendered and not withdrawn at or below $53.