Cytokinetics gets $75 million equity line; White Energy sells A$45 million of convertibles

By Laura Lutz

Des Moines, Oct. 15 - Cytokinetics, Inc. led U.S. PIPEs news on Monday, announcing a $75 million committed equity financing facility with Kingsbridge Capital Ltd.

The three-year agreement allows Cytokinetics to access funds in tranches of up to the lesser of $15 million or 2.5% of the company's market capitalization at the time of the drawdown.

The shares in each tranche will be priced at 90% to 94% of the then-current volume-weighted average price of Cytokinetics' stock. The minimum share price will be the greater of $2.00 and 85% of the closing price of the company's stock.

Kingsbridge also received a warrant for 230,000 shares. It is exercisable at $7.99 for three years, beginning six months after settlement.

Cytokinetics said in a press release that it is not required to draw down any of the funds and that it is allowed to seek additional financing.

"Cytokinetics is pleased to be continuing its relationship with Kingsbridge," Sharon Surrey-Barbari, Cytokinetics' senior vice president and chief financial officer, said in a news release.

"Our previous CEFF allowed us to strategically access approximately $32 million in capital over the past two years," she said, referring to a committed equity financing facility from 2005. "We continue to view the new CEFF as a secondary source of capital to that of more traditional capital market financings."

The 2005 financing was also a $75 million, three-year agreement with Kingsbridge Capital Ltd. It carried similar pricing terms, but the minimum share price had a floor of $3.50, instead of $2.00.

Based in San Francisco, Cytokinetics is a biopharmaceutical company focused on small-molecule drugs that target the cytoskeleton.

The company's stock closed unchanged at $6.00 on Monday before losing 4.21 cents, or 0.70%, in after-hours trading (Nasdaq: CYTK).

White Energy sells convertibles

Over in Australia, White Energy Co. Ltd. announced completion of a $45 million private placement of unsecured convertible notes.

Existing shareholder Deephaven Asia Ltd., a subsidiary of Deephaven Capital Management LLC and part of Knight Capital Group, led the investor group.

The 7.9%, five-year notes are convertible into ordinary shares at A$3.44 per share. Noteholders have a put option at the end of the third year.

Crosby Capital Partners acted as financial advisor.

The Sydney, Australia-based mining technology company plans to use the proceeds to accelerate the rollout and commercialization of its binderless coal briquetting process, according to a news release.

"The caliber of investors involved in this convertible note issue and their respective expertise in and knowledge of the energy sector, particularly clean energy, is a further endorsement of what White Energy is building and the importance of cleaner coal technologies generally," managing director John Atkinson said in the release.

"This convertible note issue represents another foundation stone in the building of a strong capital base to provide White Energy with the funds necessary to take advantage of its market positioning and rapidly expanding growth opportunities."

The company's stock closed Monday unchanged at A$2.85 (Australia: WEC).

Wentworth raises $6.15 million

Back in the United States, Wentworth II, Inc., which will soon be known as OmniaLuo, Inc., said it settled an oversubscribed stock placement for $6.15 million.

The deal priced on Sept. 14 with a minimum size of $4 million and a maximum size of $6 million.

In the end, the company sold 4,920,000 common shares at $1.25 each along with warrants for another 5,412,000 common shares.

The warrants are exercisable at $1.5625 per share for five years.

Omnia Luo Group Ltd. just completed a reverse acquisition of Wentworth through a share exchange.

Wentworth plans to change its name later this month. The company plans to seek a quotation of its shares on the OTC Bulletin Board after a registration statement for the shares in the placement is declared effective.

Omnia Luo is a women's clothing company based in Shenzhen, China.

"We are extremely pleased with this transaction and very optimistic about our company's future. With the infusion of additional capital, we believe that OmniaLuo is poised to benefit from the explosive growth in China's $25 billion women's apparel market," Cindy Luo, OmniaLuo's chairwoman and chief executive officer, said in a news release.

She continued, "Keating Investments' turnkey going public program has provided OmniaLuo with the capital to accomplish our strategic growth objectives, and we are confident that their market-making and after market support services will result over time in a widely held, actively traded and fully valued stock, benefiting all OmniaLuo stockholders."

Scorpio, Route1 to conduct PIPEs

Scorpio Mining Corp. led PIPEs news north of the border, announcing plans for a C$20 million private placement of units.

Each unit will consist of one share and one quarter-share three-year warrant, according to a news release.

The company did not announce pricing for the offering.

The agents, a syndicate led by CIBC World Markets Inc. and including Blackmont Capital Inc., has a greenshoe for up to C$2 million. The greenshoe is exercisable until 48 hours before closing.

Scorpio is a mining company based in Vancouver, B.C. Its shares gained C$0.04, or 2.76%, to close at C$1.49 on Monday (Toronto: SPM).

Route1 Inc. also announced plans for a private placement.

The company said it will sell up to C$10 million of stock through a syndicate of agents led by Raymond James Ltd. and including GMP Securities LP and Laurentian Bank Securities Inc.

Settlement is expected on Oct. 30.

Toronto-based Route1 develops identity-management systems for remote computing.

It shares lost C$0.035, or 18.42%, to finish Monday at C$0.155 (TSX Venture: ROI).

Neither company is a newcomer to the PIPEs market. Most recently, Scorpio raised C$40.67 million in an April 2006 private placement of units, and Route1 raised C$5.22 million in a September 2006 private placement of units.

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