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Published on 2/20/2007 in the Prospect News PIPE Daily.

Shire wraps £461 million stock sale for acquisition; Bayou Bend seals C$200 million offering

By Sheri Kasprzak

New York, Feb. 20 - Two international companies led PIPE news on Tuesday, both with offerings related to acquisitions.

As sellsiders have noted recently, acquisitions seem to be one of the main reasons private placements are being conducted.

"It's still the beginning of the year, a lot of acquisitions are getting done and you've got to have a means to close the deal," said one sellside market source Tuesday. "The deals are so big because acquisitions take a lot of money. It's just common sense."

The offerings Tuesday were led by Shire plc, which settled a £461 million stock offering connected to its acquisition of New River Pharmaceuticals Inc.

In the deal, Shire sold 42,883,721 shares at £10.75 apiece.

On Tuesday, Shire's stock gained 40p to close at £11.15 (London: SHP).

Shire intends to buy New River for $2.6 billion in cash, or $64.00 per New River share, an almost 10% premium to New River's $58.35 closing stock price on Friday.

The acquisition news sent New River's stock up $4.84, or 8.3%, to close at $63.19 (Nasdaq: NRPH).

Shire, based in Basingstoke, England, is a specialty pharmaceutical company focused on treatments for attention deficit hyperactivity disorder, human genetic therapies and gastrointestinal and renal diseases.

Bayou Bend's deal

Moving to the oil sector, Bayou Bend Petroleum Ltd. sealed a C$200 million offering of subscription receipts related to its acquisition of Summit Energy Co., LLC.

Proceeds from the offering will be used to pay amounts due to vendors related to the acquisition and to acquire additional participating interests in the phase 1 area of the Marsh Island project. The rest will be used for drill programs and working capital.

Bayou Bend's acquisition of Summit was closed Tuesday.

In the placement, the company sold 166,666,667 receipts at C$1.20 each. The receipts are exchangeable for common shares on a one-for-one basis.

The deal was placed through a syndicate of agents led by Canaccord Adams Ltd. and Orion Securities Inc.

On Tuesday, the company's stock slipped 5 cents to close at C$2.00 (TSX Venture: BBP).

Vancouver, B.C.-based Bayou Bend is an oil and natural gas exploration company.

Oilsands Quest prices offering

Elsewhere in the oil sector, Oilsands Quest Inc. negotiated the terms of a C$30 million offering of flow-through shares.

The deal includes up to 5.32 million shares at C$5.64 each.

The offering is set to close March 6, and proceeds will be used for exploration expenses on the company's Canadian properties.

The company's stock gave up 10 cents to settle at $3.85 Tuesday (Amex: BQI) and lost another penny in after-hours trading.

Calgary, Alta.-based Oilsands, formerly known as CanWest Petroleum Corp., is an oil exploration company focused on developing oil sands in Saskatchewan.

O2Diesel gets equity line

In other energy-related offerings, O2Diesel Corp. came away with a $10 million common stock purchase agreement with Fusion Capital Fund II, LLC.

Fusion may buy shares of O2Diesel at a price to be determined based on the then-current market price. There is a limit of 12 million shares on the 25-month agreement and Fusion may not buy shares from O2Diesel on any day that the company's stock trades below $0.50.

The company's stock gave up 3 cents Tuesday to close at $0.79 (Amex: OTD).

Based in Newark, Del., O2Diesel develops cleaner-burning diesel fuel.

Hartville raises $2.53 million

In other PIPE news Tuesday, Hartville Group, Inc. announced the completion of a $2,531,645 private placement of secured convertible debentures.

The company's stock sank on Tuesday by 11.25%, or 2 cents, to end at $0.15 (OTCBB: HTVL).

The 7% debentures are due Feb. 14, 2010 and are convertible at $0.15 each.

The investors received warrants for 16,877,638 shares, exercisable at $0.15 each through February 2010. The investors also have the right to purchase up to $2 million in additional principal of the debentures before Dec. 31, 2007.

"We are pleased to have the solid commitment of our largest shareholders, who have provided us with significant working capital for our next stage of development," said Dennis Rushovich, the company's chief executive officer, in a news release. "This new funding is vote of confidence that we are on the right track both with the wide-ranging operational improvements we have attained over the past two years and with the launch of marketing initiatives aimed at achieving continued growth and profitability.

"Our fourth-quarter achievements include record quarterly sales and a record of total pets insured at the end of 2006."

Canton, Ohio-based Hartville Group is a pet insurance company.

First BanCorp stock climbs

After closing a $94,812,500 offering of stock on Friday, First BanCorp's stock started out the short week higher.

The stock gained 70 cents, or 6.19%, to close at $12.00 Tuesday after gaining a penny to close at $11.30 on Friday (NYSE: FBP).

In the placement, Scotiabank bought shares at $10.25 each, a 5% premium to the company's volume weighted average closing stock price over the 30 trading days ended Jan. 30.

The placement, which is being conducted through agent UBS Investment Bank, is set to close within the next 90 days.

The two companies are in talks for an acquisition as well.

Based in San Juan, First BanCorp is a state-chartered commercial bank with operations in Puerto Rico, the Virgin Islands and Florida.


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