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Published on 11/17/2006 in the Prospect News PIPE Daily.

BJ's secures $61.5 million from stock sale; Vivus negotiates $33.6 million direct placement of stock

By Sheri Kasprzak

New York, Nov. 17 - BJ's Restaurants, Inc. led PIPE news to close out the week, announcing its plans to wrap a $61.5 million offering of its stock.

In the broader market, a sellsider said PIPE volume is likely to remain relatively strong through the end of the year.

"It tends to be the case," he said. "It's the last chance to get the cash infusion on the balance sheet before the year ends. I don't see any sector doing more than any other. Of course, we always have things like biotech and tech that are popular, but the things we're seeing are kind of all over the map."

Looking to the BJ's offering, the company will issue 3.075 million shares at $20.00 apiece to a group of new and existing institutional investors.

The price per share is a 7.5% discount to the company's $21.62 closing stock price Thursday.

RBC Capital Markets is the lead agent.

"This new equity capital will further strengthen our balance sheet and provide us with additional financial flexibility to support the continued execution of our restaurant growth plan," said Jerry Deitchle, the company's chief executive officer, in a statement. "We remain committed to careful, controlled and profitable growth in both established and new markets and we also remain committed to operating our restaurants at a gold standard level for our segment. We believe the best years for our company are yet to come."

Deitchle said he had no further comment on the deal beyond the statement that was released Friday since the offering has not yet closed.

Proceeds will be used for the company's expansion plans and for general corporate purposes.

Back in March, BJ's completed a similar offering for $42.625 million. The company sold 2.75 million shares at $15.50 each. RBC was also the lead agent for that offering.

Based in Huntington Beach, Calif., BJ's operates casual dining restaurants in California, Texas, Arizona, Colorado, Oregon and Nevada.

Vivus prices direct placement

Moving to the biotech sector, Vivus, Inc. negotiated the terms of a registered direct placement of stock Friday for $33.6 million.

The offering includes up to 9.6 million shares at $3.50 each, a 2.77% discount to the company's $3.60 closing stock price on Wednesday.

The company's stock gained 5 cents, or 1.37%, to close at $3.70 but gave up 2 cents in after-hours trading (Nasdaq: VVUS). The deal was announced late Friday.

Vivus, based in Mountain View, Calif., is a pharmaceutical company focused on treatments for obesity and sexual dysfunction.

CollaGenex stock climbs

In secondary market action, CollaGenex Pharmaceuticals, Inc.'s stock edged up Friday after the company priced a $45.5 million registered direct stock deal Thursday.

The stock gained 23 cents, or 1.7%, to close at $13.72 Friday (Nasdaq: CGPI). The company's stock advanced by 18 cents, or 1.35%, to end at $13.49 when the deal priced Thursday.

In the placement, the company plans to sell stock at $13.00 per share to a group of institutional and other investors on Nov. 21. The price per share is a 2% discount to the company's $13.31 closing stock price from Wednesday.

The shares are being sold under the company's shelf registration.

Lazard Capital Markets LLC was the bookrunner.

Proceeds from the deal will be used for research and development expenses, manufacturing expenses, clinical trials, administrative expenses, potential acquisitions and working capital.

Newtown, Pa.-based CollaGenex develops therapies for acne, rosacea and other skin disorders.

Dendreon stock slips

On the other hand, another biotech company to price a direct placement Thursday watched its stock fall on Friday.

Dendreon Corp.'s stock gave up 7 cents, or 1.47%, to close at $4.69, losing another 9 cents in after-hours trading (Nasdaq: DNDN). The stock dropped 11%, or 59 cents, on Thursday when the deal priced to close at $4.76.

In the placement, Dendreon said it hopes to raise $45 million from the sale of stock at $4.55 each, a 14.6% discount to the company's $5.33 closing stock price on Wednesday.

Credit Suisse Securities (USA) LLC and Lazard Capital Markets LLC are joint bookrunners for the deal, which is set to close Nov. 21.

Seattle-based Dendreon develops novel therapeutics used to boost the immune system to fight cancer.

Maverick concludes PIPE

Looking at the energy sector, Maverick Oil and Gas, Inc. wrapped an offering of discounted secured convertible debentures in principal of $6.75 million for proceeds of $6 million Friday.

The offering comes even as oil prices continued to drop to the lowest levels of the year. On Friday, oil prices gave up 45 cents to end at $55.81 per barrel.

A market source familiar with resources said oil issuers are having to deal with a market that is not ideal for pricing.

"They're having to deal with discounts and selling off shares at prices that might not be that acceptable under other market conditions," he said. "You've got to do what you've got to do in order to get the money you need."

The 8% debentures were priced at 88 and are convertible into common shares at $0.80 each. The maturity of the debentures could not be determined Friday.

The conversion price is a 344.44% premium to the company's $0.18 closing stock price on Thursday.

The investors received warrants for 13.5 million shares, exercisable at $0.20 each.

On Friday, the company's stock jumped by 22.22%, or 4 cents, to close at $0.22 (OTCBB: MVOG). Volume of Maverick shares traded Friday increased with 583,757 shares traded compared with the average 197,144 shares.

Proceeds will be used to redeem debentures issued earlier in 2006.

Dallas-based Maverick is an oil and natural gas exploration, exploitation, development and production company.

Western Canadian's stock offering

In other resources news, Western Canadian Coal Corp. priced a C$17,115,278 private placement.

The company plans to sell 8,777,066 shares at C$1.95 each to its major shareholder, Cambrian Mining plc, on a non-brokered basis. The price per share is a 7.7% premium to the company's C$1.81 closing stock price on Thursday.

Proceeds will be used for the production startup schedule of the company's Brule mine property. The rest will be used for continuing work on the company's Belcourt Saxon properties and for regulatory permitting for the company's Hermann and EB mine properties, as well as for working capital.

The company's stock remained unmoved at C$1.81 Friday (Toronto: WTN).

Vancouver, B.C.-based Western Canadian is a coal-mining company.


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