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Published on 2/28/2006 in the Prospect News PIPE Daily.

Advanced Life Sciences prepares to close $36 million PIPE; Antares to settle $10.9 million offering

By Sheri Kasprzak

New York, Feb. 28 - Two health care companies led PIPE activity Tuesday with Advanced Life Sciences Holdings, Inc. gearing up to close a $36 million stock deal and Antares Pharma Inc. planning to wrap a $10,962,500 stock offering.

In the Advanced Life Sciences offering, the company plans to sell 10.2 million shares at $3.5 each to a group of institutional investors.

As of Oct. 21, Advanced Life had 17,989,322 outstanding common shares.

The investors will receive warrants for 5.1 million shares, exercisable for five years at $3.81.

News of the placement sent the company's stock up slightly. The stock gained 5 cents, or 1.45%, to close at $3.50 (Nasdaq: ADLS).

Lazard Capital Markets LLC is the placement agent.

Ed Flavin, a spokesman for the company, refused to comment on the offering when contacted Tuesday morning.

Looking to the company's latest earnings statement, Advanced Life reported a net loss of $2,208,198 for the quarter ended Sept. 30, 2005, compared with a net loss of $833,113 for the same quarter ended 2004.

Woodridge, Ill.-based Advanced Life Sciences is a biopharmaceutical company focused on treatments for infections, cancer and inflammation.

Elsewhere in the health care sector, Antares said it is about to settle a $10,962,500 stock offering with accredited investors.

The deal includes 8.77 million shares at $1.25 each and warrants for 6,577,500 shares, exercisable at $1.50 each.

The company had 42,379,486 outstanding shares as of Nov. 10.

"[It] would have been far better to cut a deal with Big Pharma," said a market source familiar with the offering. "If they tried it to no avail, then the handwriting is on the wall. We've got the same thing here, though. Private placements with cheap options mean this company is junk."

In fact, on Tuesday after the deal was announced in the morning, the company's stock lost 7.74%, or 11 cents, to end at $1.31 (Amex: AIS).

Proceeds will be used for acquisitions, in-licensing products, capital expenses and working capital.

In its latest earnings report, Antares said it sustained a net loss of $1,976,629 for the quarter ended Sept. 30, 2005. For the same quarter of 2004, the company reported a net loss of $2,219,185.

Based in Exton, Pa., Antares is a biotechnology company focused on drug delivery systems and injectable device engineering capabilities.

TranSwitch to close direct deal

In tech sector, TranSwitch Corp. said it plans to settle a $20.7 million direct offering with a group of new and existing institutional investors.

TranSwitch will sell 13.8 million shares at $1.50 each on March 3.

The deal was announced Tuesday morning, and the company's stock lost 9 cents, or 5.03%, to end at $1.70. In after-hours trading, the stock gained 2 cents (Nasdaq: TXCC).

The shares are being offered under the company's shelf registration.

Thomas Weisel Partners LLC was the bookrunner with Pacific Growth Equities, LLC as a co-agent.

Proceeds will be used for general corporate purposes.

Based in Shelton, Conn., TranSwitch develops and markets semiconductors for voice, data and video communications network equipment.

PacificNet's $8 million offering

PacificNet Inc. is planning to settle an $8 million senior convertible note offering with a group of institutional investors.

The three-year notes bear interest at 5% for the first year, 6% for the second year and 7% for the third year. The notes are convertible at $10.00. The investors will receive warrants for 400,000 shares, exercisable at $12.20 each.

C.E. Unterberg Towbin LLC is the placement agent.

The offering was announced late Tuesday, and the company's stock lost 16 cents, or 1.97%, to end at $7.29 (Nasdaq: PACT). In after-hours trading, the stock was up 20 cents.

"We believe that this additional capital will allow us to continue our rapid growth in our target markets," said Victor Trong, the company's president, in a news release. "We believe the investment will further our current initiatives such as iPACT, iMobile and ChinaGoHi and greatly enhance our customer base, revenue, profit and our shareholder value."

Proceeds will be used for the expansion of the company's telecom business and for working capital.

Hong Kong-based PacificNet invests and operates outsourcing companies based in China. Some of its subsidiaries are call centers, telemarketing, direct response television marketing and interactive voice response providers.

BioSyntech prices C$10 million unit deal

In Canada, BioSyntech Inc. priced a C$10 million private placement.

The company plans to sell 23.81 million units at C$0.42 each. The units consist of one share and one half-share warrant, the whole of which is exercisable at C$0.65 each for three years.

A syndicate of agents led by Desjardins Securities Inc. has a greenshoe for up to 11,905,000 units.

The deal is slated to close March 16.

On Feb.9, BioSyntech settled another private placement.

In that deal, the company sold 1.5 million shares at C$0.80 each to Kuhnil Pharma Co.

On Tuesday, the company's stock lost 2 cents, or 3.77%, to end at C$0.51 (TSX Venture: BSY).

Based in Laval, Quebec, BioSyntech is a biotechnology company focused on regenerative therapies.

Immersive's C$3 million offering

In other Canadian offerings, Immersive Media Corp. negotiated a C$3 million private placement of 2.5 million units.

The units consist of one share and one half-share warrant. Each whole warrant allows for the purchase of another share at C$1.50 each for 16 months.

Bolder Investment Partners Ltd. is the placement agent.

Proceeds will be used for the expansion of the company's sales and marketing efforts, its support functions and research and development initiatives.

The company's stock lost 1 cent to close at C$1.25 (TSX Venture: IMC).

Calgary, Alta.-based Immersive is a digital video imaging company focused on omni-directional video products.

Novavax stock closes up

Novavax Inc.'s stock advanced slightly Tuesday after the company announced the imminent closing of a $20 million direct placement Monday.

The company's stock climbed 8 cents, or 1.4%, Tuesday to settle at $5.80 (Nasdaq: NVAX). In after-hours trading, however, the stock was down 10 cents.

The stock gained 11.72%, or 60 cents, Monday when the deal was announced.

Novavax is gearing up for its fourth-quarter earnings conference call on Wednesday. The call is scheduled to begin at 10 a.m. ET.

In the placement, Kleiner Perkins Caufield & Byers and Prospect Venture Partners will buy 4,597,701 shares at $4.35 each. The shares are being offered under the company's shelf registration.

Based in Malvern, Pa., Novavax develops and commercializes drug-delivery and biological technologies, including virus-like particles-based vaccines.


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