Fleetwood seals agreements for $70.7 million direct deal; second session of higher stocks fuels PIPEs

By Sheri Kasprzak

New York, Nov. 18 - Fleetwood Enterprises, Inc. led PIPE news to finish off the week, announcing that it is preparing to settle a $70.7 million stock offering.

The company intends to sell 7 million shares at $10.10 each to a group of institutional investors on Nov. 21.

On Sept. 1, the company had 56,472,050 outstanding common shares.

The shares will be issued under the Riverside, Calif.-based company's shelf registration.

Lehman Brothers Inc. is the agent for the offering.

The offering was announced Friday morning, and the company's stock gained 12 cents, or 1.12%, to end at $10.81.

Larry Larkin, the company's vice president, did not immediately return calls requesting comment Friday.

Proceeds will be used to repay deferred distributions on the company's 6% convertible trust preferred securities. The rest will be used for general corporate purposes. The trust preferred securities were issued in 1998 and mature on Feb. 15, 2028.

Looking to its earnings, Fleetwood sustained a net loss of $29,557,000 for the 14 weeks ended July 31, compared with a net income of $5,552,000 for the same period ended July 31, 2004.

In its latest earnings report, Fleetwood noted that it plans to exit is manufacturing housing retail and financial services business.

"The action to exit these businesses was taken in order to stem losses sustained in the retail operations and transition the company back to its traditional focus on manufacturing operations and contribute to the company's progress toward sustained profitability," the report said.

Fleetwood makes recreational vehicles and manufactured housing.

In the broader PIPE market Friday, two sellsiders said climbing stocks over the past two sessions may have lent a hand to private placement volume.

"It doesn't hurt," said one of the market sources. "Certainly when stocks are higher overall, it does make things better for the [issuers] who are seeking out these types of deals."

Another source agreed.

"I'd say resources are getting a boost in general," he said. "Gold prices are still making some moves up. Stocks in general look pretty good, so it was a good day, right?"

The Dow Jones Industrial Average climbed 46.11 to end at 10,766.33; the Nasdaq composite index gained 6.61 to settle at 2,227.07, and the Standard & Poor's 500 composite index edged up 4.47 to close at 1,247.27.

MagIndustries plans $20 million deal

Moving back to specific offerings, Toronto's MagIndustries Corp. priced a $20 million stock offering Friday through agents Jennings Capital Inc. and Kingsdale Capital Markets Inc.

The deal includes up to 26,666,667 shares at $0.75 each.

The agents have a greenshoe for up to 25% of the offering, exercisable for up to two days before closing.

Proceeds will be used for engineering studies and the implementation of rehabilitation and refurbishment programs at the company's Inga II hydroelectric station on the Congo River.

MagIndustries develops industrial projects in the Republic of Congo and the Democratic Republic of Congo.

The deal was announced Friday afternoon, and the company's stock remained unchanged at $0.80.

Clinical Data's $12.03 million offering

Newton, Mass.-based Clinical Data, Inc. is gearing up to close a $12,025,000 private placement of 614,629 shares.

A group of institutional investors will also receive warrants for 307,315 shares connected to the deal. The full details of the offering and the warrants could not be determined by press time Friday.

Proceeds will be used for debt repayment and growth as the company arranges its acquisition of Icoria, Inc. The acquisition is slated to close in mid-December.

"With this financing, we believe we have further strengthened our financial position to continue execution of our key growth initiatives, including our efforts to solidify our position as a leading worldwide provider of genomic services to the pharmaceutical, biotech, clinical, academic and agricultural marketplaces," said Israel Stein, the company's president, in a statement released Friday afternoon.

Clinical Data develops and commercializes pharmacogenomics and diagnostic services.

The company's stock gained 89 cents, or 4.54%, to settle at $20.49 Friday.

Millenium Biologix arranges C$15 million deal

Elsewhere in the biotech sector, Millenium Biologix Corp. announced its plans to raise at least C$15 million from the sale of 60 million units at C$0.25 apiece.

The units are comprised of one share and one half-share warrant, the whole of which is exercisable at C$0.45 each for three years.

The deal is expected to close Dec. 1.

The offering is being placed through a syndicate of underwriters led by Canaccord Capital Corp. and RBC Capital Markets.

The offering sent the company's stock down 26.25%, or C$0.105, to settle at C$0.295.

Proceeds will be used for research and development, corporate expansion, sales and marketing and general corporate purposes.

Based in Kingston, Ont., Millenium is a biomedical company focused on developing minimally invasive medical devices and skeletal tissue regeneration products for orthopedic uses.

DoveCorp's C$7.5 million deal

Looking elsewhere in Canada on Friday, DoveCorp Enterprises Inc. priced its previously announced C$7.5 million private placement of units.

The offering includes 37.5 million units at C$0.20 each. The units are comprised of one share and one half-share warrant. The whole warrants are exercisable at C$0.25 each for two years.

The offering is scheduled to close Nov. 28.

Research Capital Corp. and Dundee Securities Corp. are the placement agents.

Proceeds will be used for working capital, general corporate purposes and debt repayment.

Toronto-based DoveCorp is a dry cleaning and laundry services company.

In Canadian natural resources offerings Friday, Richmont Mines Inc. priced a C$7.5 million offering of 1.5 million flow-through shares at C$5.00 each.

"Looks like another deal left over from the surge in gold," said one market source who saw the offering. "Pricing looks OK, maybe a little bit on the low side."

Gold prices, the source noted, are still climbing after recently reaching their highest levels since July.

The Richmont deal is expected to wrap up on Dec. 5.

Proceeds will be used for exploration on the company's Island gold project.

Based in Montreal, Richmont is a gold exploration company.

Advanced BioPhotonics stock slips 13%

Advanced BioPhotonics, Inc.'s stock took a dip on Friday, dropping 13.04%.

The company's stock lost 3 cents to finish at $0.20 Friday after gaining 3 cents on Thursday to close at $0.23.

On Wednesday, the company announced a $4 million convertible note offering at which time its stock gained 25%, or $0.04, to end at $0.20.

Four institutional investors agreed to buy the notes, which are convertible into common shares at a 40% discount to the average of the three lowest trading prices for the 20 trading days before conversion.

Based in Bohemia, N.Y., Advanced BioPhotonics develops medical imaging products using infrared technology to observe and measure changes in photonic activity within tissue.

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