North American Vaccine Inc. (NAVA) has filed a registrationstatement with the Securities and Exchange Commission that amends apublic offering it proposed in April, the Beltsville, Md., company saidMonday.The original proposal called for the offering of 6.5 million sharesconsisting of 3.5 million shares issued by NAVA and 3 million sold byBioChem Pharma. The amended statement proposes selling only 4.25million shares held by BioChem Pharma, of Laval, Quebec. NAVA(AMEX:NVX) would realize no proceeds from the offering.Other terms of the proposed offering include BioChem Pharmaexchanging 500,000 shares of NAVA stock for 200,000 shares ofIVAX Corp., a holding company based in North Miami, Fla.Meanwhile, IVAX will convert its 1 million shares of NAVA's seriesA preferred stock into 2 million shares of common stock.If the transactions come off as proposed, both BioChem Pharma andIVAX, directly and indirectly with its affiliates, will hold between 19and 20 percent of NAVA stock.NAVA stock was up 13 cents Monday, closing at $10 per share. Theclosing price of NAVA's stock on April 19, the last reported before theoriginal filing, was $12.25. NAVA had hoped to realize about $42.9million before expenses from the offering.Larry Hineline, vice president of finance for NAVA, told BioWorldthere were a few reasons for the amended offering.Changing Market Affected Offering"The market is not the market we thought it would be several monthsago when we started this process," Hineline said. And, he added, that itwould probably be in the best interest of the company and itsshareholders to wait a few months until results are in from a Phase IIIstudy in Sweden of a DTAP (Diphtheria/Tetanus/Acellular Pertussis)vaccine.Hineline said, "The company's business will not be adversely affectedby this. We have the resources in-house to meet our cash needs in theshort run."Jean-Yves Duthel, vice president, public relations for BioChemPharma, told BioWorld that his company also had a number ofobjectives in the amended offering.He said the company wanted to raise Canadian $35 million to $36million (U.S. $26 million), so it had to increase the number of sharesoffered to attain that figure. By reducing BioChem Pharma's share inNAVA to less than 20 percent, the stake will be treated as a portfolioinvestment instead of having to add its share of NAVA's results on itbooks.For example, Duthel said, BioChem Pharma's last financial reportwould have reflected a Canadian $4.5 million loss without the NAVAstake instead of the Canadian $9.2 million that was reported.Duthel said the transaction has no affect on licensing agreementbetween BioChem Pharma and NAVA, part of which grant BioChemPharma rights to vaccines in Canada."It's kind of a resettling of our investment in NAVA and elsewhere,based on the acquisitions," Duthel said, referring to the U.S. $65million purchase in May of Ares Diagnostics BV, the diagnostics unitof Swiss-based Ares-Serono Group. He said a portion of the moneyraised will go toward that purchase.

-- Jim Shrine

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