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Published on 4/15/2005 in the Prospect News PIPE Daily.

Veracel's C$114 million deal seen selling well; oil prices soar and may help volume

By Sheri Kasprzak

Atlanta, April 15 - Veracel Inc. led private placement action to wrap up the week with word that it plans to raise C$114 million.

The deal includes 26 million subscription receipts at C$4 each and 2 million flow-through shares at C$5 each.

Investors may exchange the receipts for one common share after Birchcliff Energy Ltd. acquires the company.

The flow-through shares will be issued after the merger is completed.

An underwriting syndicate led by GMP Securities Ltd. and including Sprott Securities Inc. and Scotia Capital Inc. has an over-allotment option for an additional 8 million receipts.

"I think there is investor interest in this deal, from what I've heard," said one market source who had seen the offering Thursday.

"I believe the real interest depends on Birchcliff's performance, and so far so good. I think it will turn out well for everyone."

Even so, Birchcliff's stock slid Friday, losing C$0.16 to end at C$4.09.

"With this Veracel financing, upon completion of the plan of arrangement, the amalgamated Birchcliff Energy will have between 48 to 56 million shares outstanding and will be well-positioned to pursue our growth strategy," said Jeff Tonken, president and chief executive officer of Birchcliff, in a news release.

Based in Calgary, Alta., Veracel is a biotechnology company focused on cancer research.

Elsewhere, oil prices jumped Friday, sparking even more conversion among sell-siders that energy companies will be heading back to the PIPE market in a big way.

Oil prices gained $6.10 to close at $57.23 Friday.

"Early next week is the time to look for energy companies," said one sell-sider. "There will be some. With such a strong surge today, I think we can expect to see energy companies getting back out there. For how long? We'll have to wait and see what oil does."

"It's fair to assume that," said another sell-sider when asked if higher oil Friday will affect volume next week.

Acadia wraps $36.15 million offering

Acadia Pharmaceuticals Inc. closed a private placement Friday for $36,146,000.

The company issued 5.3 million shares at $6.82 each to institutional investors.

The investors will also receive warrants for 1.3 million shares at $8.148 each.

"We are gratified by the support and confidence our new and existing investors have expressed in Acadia's pipeline of drug candidates and our business prospects with this financing," said Uli Hacksell, the company's chief executive officer, in a statement.

"This financing significantly strengthens our financial position and enables us to continue to advance our three proprietary phase II clinical programs while further broadening our pipeline of drug candidates."

"Looks all right," said one market source familiar with the deal. "It's a low discount, so I'd say they made out well. I would say there will probably be more biopharm deals out there in the near future."

Based in San Diego, Acadia develops treatments for central nervous system disorders. The proceeds will be used to advance the company's clinical, pre-clinical and discovery programs. The remainder will be used for working capital and general corporate purposes.

Acadia's stock closed up $0.02 at $6.92 Friday.

RCG raises $31.11 million

RCG Companies Inc. raised $31,110,165 in a private placement of series C convertible preferred stock.

The company sold 311.10165 shares of series C convertible preferred stock to institutional investors at $100,000 each.

The preferreds are convertible into common shares at $0.55 each and do not pay dividends.

The investors also received warrants for two common shares for every five shares issuable upon conversion. The warrants are exercisable at $0.55 each for five years.

Connected to the private placement, RCG redeemed $8,765,570 in outstanding convertible debentures issued in February and also redeemed a $1,098,500 note issued in January.

The remaining proceeds will be used to financing the company's acquisition of OneTravel, Inc. and for working capital.

"Upon formal closing, which is expected later today [Friday], this series of transactions completes RCG's transformation into a full-service online and offline travel company," said the company's chairman, William Goldstein, in a statement.

"OneTravel's performance since February, when we signed the purchase agreement, has exceeded our expectations so we could not be more pleased with this acquisition becoming a reality.

"With respect to the financing, we are very pleased that we were able to attract $31 million of investment capital interest in our company. The fact that we were able to get the support of high-quality institutional funds desiring to acquire common stock in our company should bode well for all stockholders in the long run."

Based in Charlotte, N.C., RCG is a holding company for travel business subsidiaries, which sell vacation travel packages.

The company's stock closed down $0.05 at $0.71 Friday.

Platinum Group raises C$6.26 million

Platinum Group Metals Ltd. finished a downsized private placement for C$6,259,900.

The company sold 5 million non flow-through units at C$1.20 each and 173,267 flow-through shares at C$1.50 each.

The units are comprised of one share and one half-share warrant. The whole warrants provide for an additional share at C$1.50 each for 18 months.

The deal was first announced March 21 as a C$6.5 million offering of up to 333,334 flow-through shares and 5 million units under the same terms.

J.F. Mackie & Co. Ltd., Raymond James Ltd. and Pacific International Securities Inc. were the placement agents in the offering.

"We are pleased to close this placement with the support of a strong syndicate and some of our existing institutional shareholders," said Michael Jones, the company's president, in a statement. "It allows us to rapidly advance our four active platinum and palladium projects in Canada and South Africa. As announced yesterday [Thursday], the Western Bushveld joint venture with Anglo Platinum and Africa Wide mining is showing extraordinary results near surface on the Merensky Reef and we look forward to more results with three drills currently running."

Platinum, based in Vancouver, B.C., is a platinum and palladium exploration and development company. The proceeds will be used for exploration activities, for property acquisition costs and for working capital.

MedMira closes $1.4 million deal

MedMira, Inc. said it has completed a private placement for $1.4 million.

The company sold 20% convertible debentures that mature in one year. The debentures are convertible into common shares at $1.12 each.

MedMira noted in its press release that it issued $1.4 million in convertible debentures. When the debentures mature in March, $1.2 million of the principal of the debentures had been converted at $0.85 each. A total of $125,000 was repaid in cash and $125,000 was extended for an additional year under the same terms as the new debenture issue.

"We are pleased to raise new capital from the issue of these debentures and to have such a significant amount of our maturing debenture holders convert to equity," said the company's chief financial officer Bill Gullage in a statement. "We believe that this is an endorsement by our investors of the progress we have made and of our future potential."

Based in Halifax, N.S., MedMira manufactures and markets in vitro diagnostic tests.

On Friday, the company's stock closed down $0.03 at $0.94.

BMB's stock drops

After announcing the closing of its $15,505,000 private placement, BMB Munai Inc.'s stock closed down Friday.

The company's stock lost $0.10 to close at $5.02 after gaining $0.12 to close at $5.12 on Thursday, the day the closing of the deal was announced.

The company sold shares at $5 each.

Based in New York, BMB is an oil and gas exploration, development and production company.


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