Pico Holdings gears up to wrap $78 million stock deal; Vineyard secures $31.8 million from direct deal

By Sheri Kasprzak

New York, May 4 - Pico Holdings, Inc. led a rather busy session for private placements with word late in the session that it will settle a $78 million private placement of its shares.

Two institutional investors agreed to buy 2.6 million shares of Pico at $30.00 each, a 7% discount to Pico's closing stock price of $32.24 on Thursday.

The stock dropped 24 cents, or 0.74%, to end the day at $32.24 (Nasdaq: PICO). The deal was announced after the market closed.

Merriman Curhan Ford & Co. was the placement agent.

"There was substantial interest for this offering, which we placed with two premier financial institutions," said John Hart, the company's chief executive officer, in a news release issued late Thursday afternoon. "The proceeds will be used to construct the pipeline from Fish Springs Ranch to the northern valleys of Reno, Nev., which will facilitate the monetization of the Fish Springs water rights, which are potentially one of [subsidiary] Vidler Water Co.'s most valuable assets."

Vidler, according to the statement, owns 51% of Fish Spring Ranch, LLC.

The construction cost of the pipeline is expected to be $65 million to $70 million.

Pico, based in La Jolla, Calif., is a holding company for Vidler Water Co., a water resource development business, and for Nevada Land & Resource Co., a private landowner in Nevada.

Elsewhere in PIPE activity Thursday was a direct offering from Vineyard National Bancorp.

Vineyard has entered into agreements with three institutional investors for a $31.8 million direct placement of 1.2 million shares at $26.50 each.

The price per share represents a 4.3% discount to the company's $27.70 May 3 closing stock price.

The shares will be sold under the company's shelf registration and the deal is slated to close Friday.

RBC Capital Markets Corp. is the placement agent.

The proceeds will be used to enhance the company's regulatory capital ratios ahead of its merger with Rancho Bank.

"Our strategic placement of these new shares of common stock provides the company with additional liquidity and enhances our regulatory capital ratios in light of our pending merger with Rancho Bank, which we expect to close early in the third quarter of this year," said Norman Morales, Vineyard's CEO, in a statement.

On Thursday, the company's stock gained 16 cents to settle at $27.86 (Nasdaq: VNBC).

Based in Rancho Cucamonga, Calif., Vineyard operates a chain of banks in Southern California.

MultiCell gets $25 million equity line

Moving to the biotech sector, MultiCell Technologies, Inc. sealed up a $25 million equity line with Fusion Capital II, LLC.

Fusion will buy shares of MultiCell over 25 months at the lower of the lowest sale price or the average of the company's stock for the three lowest closing sale prices for the 12 consecutive trading days before a draw. There is a $0.10 floor.

Connected to the deal, Fusion received warrants for 1,572,327 shares, exercisable at $0.01 each through May 3, 2011.

After the deal was announced Thursday afternoon, MultiCell's stock gained 18.31%, or 7 cents, to finish the day at $0.42 (OTCBB: MCET).

"We are pleased to work with a respected institutional investors such as Fusion Capital," MultiCell president Stephen Chang said in a statement. "The terms of the financing allow us to sell shares at potentially higher market prices when funds are needed.

"This agreement represents an important potential source of capital for MultiCell. MultiCell hopes that the capital derived from this financing will permit it to commence pivotal phase 2b/3 clinical trials for MCT-125, a potential treatment for fatigue in patients diagnosed with multiple sclerosis exclusively licensed in December 2005 for Amarin Corp. plc."

San Diego-based MultiCell is a biopharmaceutical company focused on treatments for neurological, metabolic and endocrine disorders.

Adherex's stock slips on $6.46 million deal

In other biotech news, Adherex Technologies Inc.'s stock fell by more than 4% on Thursday on word that the company will close a $6,468,000 private placement on May 8.

The stock dropped 4.3%, or 4 cents, to settle at $0.89 (AMEX: ADH).

The company will issue 7.7 million units at $0.84 each to mostly new institutional investors.

The units include one share and one third-share warrant. The whole warrants allow for the purchase of another share at $0.97 each for four years.

The deal is slated to close May 8.

"We have done work on ADH and are not fans of eniluracil," said one buysider familiar with Adherex. "I knew the ADH deal was happening, but not sure who invested."

Adherex's eniluracil, or ADH-1, selectively targets a protein found in some tumor cells and established blood vessels that feel solid tumors.

Adherex, located in Research Triangle Park, N.C., is a biopharmaceutical company focused on developing treatments for cancer.

Wave Systems' $4.83 million direct deal

In the tech sector, Wave Systems Corp. announced its plans to conclude $4.83 million direct placement of 6,037,500 class A shares at $0.80 each with a group of institutional investors.

The shares were priced at a slight discount to the company's May 2 closing stock price of $0.82 and will be sold under the company's shelf registration.

The placement is scheduled to wrap up on Friday.

Security Research Associates was the placement agent.

Proceeds from the offering will be used for ongoing operations and the transition from a development-stage company to commercial operations.

"We are pleased to welcome as shareholders the new institutional investors that participated in this offering that was priced at Tuesday's closing bid price," said CEO Steven Sprague, in a statement. "We believe that this offering represents an important step forward for Wave and reflects the progress we are making in delivering trust computing solutions to the market."

The stock edged up 4 cents to settle at $0.89 before losing a penny in after-hours trading (Nasdaq: WAVX).

Based in Lee, Mass., Wave Systems is a software company focused on security programs for governments and corporations.

Northern Star prices C$11 million PIPE

Heading up to Canada, Northern Star Mining Corp. led a slight influx of gold offerings, pricing a C$11 million unit deal.

The placement, which is being placed through a syndicate of underwriters led by MGI Securities Inc., includes up to 10 million units.

The units consist of one share and one half-share warrant with each whole warrant exercisable at C$1.40 for two years.

The syndicate, which also includes Orion Securities Inc., has a greenshoe for up to 3 million units.

Proceeds will be used for development and exploration on the company's Midway gold project in Quebec and for working capital.

Northern Star's stock fell 3 cents to close out the day at C$1.30 (TSX Venture: NSM).

Vancouver, B.C.-based Northern Star is a gold exploration company.

Another natural resources company, Strateco Resources Inc., priced a C$10 million offering of units on Thursday.

The non-brokered deal includes up to 8 million units at C$1.25 apiece.

Each unit consists of one share and one half-share warrant with each whole warrant exercisable at C$1.50 for 18 months.

The company's stock lost 4 cents on the day to close at C$1.20 (TSX Venture: RSC).

The proceeds will be used for exploration on Strateco's Matoush and Mont-Laurier uranium projects. The rest will be used for working capital.

Montreal-based Strateco is a uranium exploration company.

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