Friendlyway stock falls 9% on $1.8 million note sale; Iberian wraps C$25 million private placement

By Sheri Kasprzak

New York, July 26 - Despite a surge in PIPE activity a day earlier, volume dipped on Wednesday. Heading up the light action was a $1.8 million note offering from Friendlyway Corp.

News of the offering, however, sent the stock down 2 cents, or 9.09%, to end at $0.20 (OTCBB: FDWY).

The company wrapped the first tranche of the deal on Wednesday for $830,000.

The notes bear interest at the greater of Prime rate plus 400 basis points or 14% annually and are due Jan. 1, 2009. The notes are convertible into common shares at $0.14 each.

The investors received one warrant for every three shares issuable upon conversion. The warrants are exercisable at $0.19 each through July 20, 2011.

Sloan Securities Corp. was the placement agent.

According to the company's latest earnings statement, Friendlyway reported a net loss of $502,553 for the quarter ended April 30, compared to a net loss of $278,250 for the same quarter of 2005.

San Francisco-based Friendlyway provides self-service systems, including interactive internet information stations, at points of sale.

Iberian raises C$25 million

Looking to the Canadian offerings from Wednesday, Iberian Minerals Corp. concluded a C$25 million private placement of convertible debentures with Dundee Resources Ltd.

Dundee bought the five-year debentures, which bear interest at 6% annually and are convertible into units of one share and one half-share warrant. The debentures are convertible into units from closing through July 26, 2009 at C$1.25 each; from July 27, 2009 through July 26, 2010 at C$1.38 each; and from July 27, 2010 through July 26, 2011 at C$1.52 each.

The units consist of one share and one half-share warrant. Each whole warrant is exercisable at C$2.00 for two years.

Proceeds will be used for work on the company's Aguas Tenidas project.

"With the closing of this financing, we are extremely pleased to have become a major investor in Iberian and the Aguas Tenidas project," said Murray John, chief executive officer of Dundee, in a statement. "We look forward to the successful completion of construction at Aguas Tenidas and to the results [of] management's ongoing resource and reserve expansion efforts and project optimization program, which we believe will add substantial value to the company."

"Iberian warmly welcomes Dundee Resources' commitment of financial, technical and other support for its Aguas Tenidas project and looks forward to a long and mutually beneficial relationship," said Peter Miller, Iberian's CEO, in a news release.

The stock closed unchanged at C$1.25 Wednesday (TSX Venture: IZN).

Toronto-based Iberian is a mineral exploration company.

In the broader Canadian market, one sellside source based in Vancouver, B.C., said private placement activity should be picking up as fears about the future of Canada's economy and stocks there improved, aided by better energy stocks.

"Oil is making things better," he said. "There has been a lot of bad news about the [Canadian] dollar and that has been [negatively] affecting stocks. I think commodities are doing a lot to turn things around."

In fact, on Monday, the Canadian dollar dropped to a three-month low against the U.S. dollar.

TriStar plans C$15 million PIPE

In the energy sector, oil prices rose by 19 cents to close at $73.94.

The increase sparked at least one oil company to price a new offering.

TriStar Oil & Gas Ltd. arranged a C$15,041,000 offering of 1.69 million flow-through shares at C$8.90 each. The price per share is a 30% premium to the company's C$6.88 closing stock price on Tuesday.

The deal is being placed through a syndicate of underwriters led by Orion Securities Inc., FirstEnergy Capital Corp. and GMP Securities LP.

The placement is scheduled to close Aug. 10.

On Wednesday, the company's stock gained 3.92%, or 27 cents, to close at C$7.15 (Toronto: TOG).

Proceeds will be used for ongoing exploration on the company's Canadian properties.

TriStar, based in Calgary, Alta., is an oil and natural gas exploration company.

Brookdale stock edges up

A day after completing a $650 million private placement, Brookdale Senior Living Inc.'s stock ended slightly higher.

The stock gained 0.33%, or 15 cents, to close at $44.95 (NYSE: BKD). The company's stock gained 3.23%, or $1.40, to end at $44.80, gaining another 20 cents in after-hours trading on Tuesday when the placement closed.

In the placement, Brookdale sold 17,600,867 shares at $36.93 each to RIC Coinvestment Fund LP.

The offering was connected to Brookdale's acquisition of American Retirement Corp., a Nashville, Tenn.-based company that operates a chain of senior living facilities.

Also connected to the acquisition was a follow-on offering for $700 million comprised of 17,721,519 shares at $39.50 each.

Chicago-based Brookdale operates senior living facilities throughout the United States.

Micromet stock falls 5.6%

Biotech company Micromet, Inc. watched its stock sink on Wednesday, giving up 5.59%, after the company secured agreements for an $8 million PIPE on Monday.

The company's stock fell 19 cents to end the session at $3.21 (Nasdaq: MITI). The stock lost 19 cents on Tuesday to close at $3.40 and 29 cents on Monday, when the placement was announced, to close at $3.59.

In the placement, as previously mentioned, funds managed by NGN Capital LLC agreed to buy shares of Micromet at $3.60 each, a 7.3% discount to the company's $3.8816 closing stock price on July 21.

"The PIPE had a single, strategic investor, NGN Capital LLC, with a long-standing interest in the company," Christian Itin, the company's CEO, said Wednesday in response to an e-mail forwarded to the company's Munich headquarters earlier this week.

"One of the general managing partners, Peter Johann, also became a board member and thus NGN will be an insider, clearly showing the level of commitment to the company. This was a first step to increase the U.S. shareholder base and the deal was priced competitively in the current market.

"This transaction is the first offering of Micromet, Inc. after the reverse merger, which was completed in May 2006."

Micromet is a biotechnology company focused on developing antibody based products to treat cancer, autoimmune and inflammatory diseases.

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