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Published on 4/11/2006 in the Prospect News Biotech Daily.

Biotech New Deal Calendar

WEEK OF APRIL 10

MEDTRONIC INC. (NYSE: MDT): Rule 144A; $4 billion of convertible bonds (A1/AA-) in two equal $2 billion tranches, both with net share settlement and full takeover protection; greenshoe of $400 million split equally; tranche 1 due 2011, non-callable, talked to yield 0.75% to 1.5% with 10% initial conversion premium and 140% contingent conversion threshold; tranche 2 due 2013, non-callable, talked to yield 1.0% to 1.75% and initial conversion premium of 10% with 140% contingent conversion threshold; Minneapolis-based medical device company to use proceeds to repurchase $2.5 billion of common stock, some from participants of the bond offering, and for general corporate purposes; will also enter into hedge and warrant transactions to mitigate dilution; joint global-coordinators are Banc of America and Morgan Stanley; joint bookrunners are Merrill Lynch, Banc of America, Morgan Stanley, Citigroup, Deutsche Bank and Goldman Sachs; lead manager is UBS; co-managers are ABN Amro, BNP Paribas, Mitsubishi UFJ, Mizuho International, US Bancorp, Wachovia and Wells Fargo; pricing after the market close Wednesday.

OMRIX PHARMACEUTICALS INC. (Nasdaq: OMRI): initial public offering of 3,437,500 shares of common stock; greenshoe of 515,625 shares available; proposed at $15 to $17 a share; net proceeds estimated at $49 million at the midpoint of price talk; New York company develops and markets biosurgical and passive immunotherapy products; proceeds to expand manufacturing capabilities, to fund a plan to penetrate the market for biosurgical products in Japan and other countries and for general corporate purposes; joint lead managers are UBS Investment Bank (bookrunner) and CIBC World Markets; Leerink Swann & Co. and Oppenheimer & Co. are co-managers.

TARGACEPT INC. (Nasdaq: TRGT): initial public offering of 5 million shares of common stock; greenshoe of 750,000 shares available; proposed at $11 to $13 per share; Winston-Salem, N.C.-based company is engaged in the design, discovery and development of a new class of drugs to treat multiple diseases and disorders of the central nervous system by selectively targeting neuronal nicotinic receptors; at the midpoint of price talk, net proceeds are estimated at $63.1 million if the greenshoe is fully exercised; proceeds to be used to fund clinical trials, research and development and general corporate purposes; Deutsche Bank Securities is bookrunner; Pacific Growth Equities LLC, CIBC World Markets and Lazard Capital Markets will be co-managers.

VANDA PHARMACEUTICALS INC. (Nasdaq: VNDA): initial public offering of 5.75 million shares of common stock talked at $12.00 to $14.00; greenshoe of 862,500 shares available; net proceeds estimated at $67.2 million at the midpoint of price talk; Rockville, Md.-based company focuses on product candidates for central nervous system disorders with a portfolio of drugs including Iloperidone for schizophrenia, VEC-162 for insomnia, VSF-173 for excessive daytime sleepiness; proceeds will be used for research, preclinical development and clinical trials; pre-IPO, Care Capital Investments II is the leading shareholder with 9.17 million shares, or 22.8%, following by Domain Partners with 8.13 million shares, or 20.2%; bookrunner is JP Morgan with Banc of America Securities LLC as joint lead; Thomas Weisel Partners LLC is co-manager.

WEEK OF APRIL 24

QUATRX PHARMACEUTICALS CO. (Nasdaq: QTRX): initial public offering of 6 million shares; greenshoe of 900,000 shares available; proposed at $11 to $13 per share; proceeds, estimated at $75.4 million at the midpoint of guidance including the full greenshoe, to be used for clinical trials and general corporate purposes; Ann Arbor, Mich.-based biotech focuses on compounds in the endocrine, metabolic and cardiovascular therapeutic areas; joint lead managers are Banc of America Securities (bookrunner) and Cowen & Co., co-managers are Lazard Capital Markets and Pacific Growth Equities, LLC.

IPOs ON THE HORIZON

ACHILLION PHARMACEUTICALS: (Nasdaq: ACHN): initial public offering; proceeds estimated at $75 million; no other estimates given; New Haven, Conn.-based biotech, focused on infectious diseases such as HIV and hepatitis C, to use proceeds to continue development of drug candidates; biggest pre-IPO investors are Atlas Venture Fund V, LP and affiliates with 22.11%, Schroder Ventures International Life Sciences Fund II with 19.30%, Advent International Corp. with 12.68% and Bear Stearns Health Innoventures, LP and affiliates with 12.30%; Cowen & Co. is bookrunner, CIBC World Markets is joint lead; JMP Securities is co-manager.

ALPHATEC HOLDINGS INC. (Nasdaq: ATEC): initial public offering; estimated proceeds of $149.5 million; Carlsbad, Calif.-based Alphatec, a medical device company concentrating on products for the surgical treatment of spine disorders, will retain up to $65 million of proceeds; otherwise, proceeds will be used to expand sales and marketing activities, support research and development, fund the clearance or approval and subsequent commercialization of its near-term product candidates, repay borrowings under its revolving credit facility with Bank of the West and to repay a loan from chief executive officer Shunshiro "Roy" Yoshimi; any proceeds from a greenshoe are required to be used to redeem the company's new redeemable preferred stock; bookrunner is First Albany Capital.

AMPHASTAR PHARMACEUTICALS INC. (Nasdaq: AMPR): initial public offering of common stock; proceeds estimated at $115 million, but no per-share price range yet; the company issued 675,676 shares in a private placement in February 2005 at $14.80 per share; Rancho Cucamonga, Calif.-based company has 66 generic and branded injectable and inhalation products in the market, such as Primatene Mist; proceeds are earmarked to fund continued development of product candidates, to upgrade, renovate and equip an additional manufacturing and development building and general corporate purposes such as potential acquisitions; underwriters are Lehman Brothers, UBS Investment Bank (joint books) and Citigroup Global Markets Inc.

BIOMIMETIC THERAPEUTICS INC. (Nasdaq: BMTI): initial public offering; $50 million of common stock; Franklin, Tenn.-based company has a pipeline of product candidates for the repair and regeneration of musculoskeletal tissues in periodontal bone defects, orthopedic applications and sports injuries to cartilage, ligament and tendon; company has licensed patents from ZymoGenetics Inc., an exclusive manufacturing agreement with Chiron Corp. and has partnered with Luitpold Pharmaceuticals, Inc. for the worldwide marketing and distribution of GEM 21S; proceeds slated for research and development, license additional molecules and matrix materials, commercialize GEM 21S, hire additional employees and general corporate purposes; biggest pre-IPO investors are Burrill Biotechnology Capital Fund, LP with 21.7%, Novo AS with 15.6% and Holden Capital, LLC with 13.6%; underwriters are Deutsche Bank Securities, Pacific Growth Equities, LLC, First Albany Capital and A.G. Edwards.

BIONUMERIK PHARMACEUTICALS INC. (Nasdaq: BNPI): initial public offering of 5 million shares with 750,000 greenshoe; proposed at $14 to $16 per share; San Antonio-based company develops Tavocept as an investigational new drug to prevent or mitigate neuropathy and BNP 1350 as an antitumor chemotherapy drug; proceeds earmarked to complete Tavocept manufacturing and commercialization, advance phase 3 clinical trials for BNP 1350, working capital and other general corporate purposes; underwriters are UBS Investment Bank (books) with co-managers Needham & Co., Leerink Swann & Co., and Punk Ziegel & Co.

CLEVELAND BIOLABS INC. (Nasdaq: CBLI): initial public offering of common stock; gross proceeds estimated at $13.8 million; Cleveland-based firm is focused on developing a drug to protect humans from the effects of exposure to radiation, whether as a result of military or terrorist acts or as a result of a nuclear accident; proceeds will be used to commercialize CBLB502 - a series of Protectans that are modified proteins of microbes and tumors that protect cells from apoptosis - to continue other drug development and for general corporate purposes; Sunrise Securities Corp. is bookrunner.

LUNA INNOVATIONS INC. (Nasdaq: LUNA): initial public offering; proceeds estimated at $57.5 million; no other estimates given; Roanoke, Va.-based company is involved in research, development and commercialization of innovative technologies in molecular technology solutions and sensing solutions, such as magnetic resonance imaging, or MRIs; proceeds slated for working capital, capital expenditures, other corporate expenses and potential acquisitions; biggest pre-IPO investors are Carilion Health System with 35.5% and Luna founder, chief executive, treasurer and chairman Kent Murphy with 43.9%; bookrunner is ThinkEquity Partners LLC; co-managers are WR Hambrecht & Co. and Merriman Curhan Ford & Co.

MOLECULAR INSIGHT PHARMACEUTICALS INC. (Nasdaq: MIPI): initial public offering; proceeds estimated at $57.5 million; Piper Jaffray and SG Cowen & Co. are joint bookrunners; Oppenheimer & Co. and Roth Capital Partners are in the syndicate; Cambridge, Mass.-based company concentrates on developing molecular imaging pharmaceuticals and targeted radiotherapeutics targeting cardiology, oncology and neurology.

NORTHSTAR NEUROSCIENCE INC. (Nasdaq: NSTR): initial public offering; estimated $85 million of proceeds; no other estimates given; Seattle-based medical device company, focused on neurological diseases and disorders, to use proceeds for clinical trials, to build sales and marketing capabilities, working capital and other general corporate purposes; joint bookrunners are Citigroup and Cowen & Co.; co-managers are First Albany Capital and Leerink Swann & Co.

NOVACEA INC. (Nasdaq: NOVC): initial public offering; proceeds estimated at $75 million; South San Francisco company in-licenses, develops and commercializes cancer therapies; proceeds to fund product development, pre-launch marketing preparation for product candidates, identify and license new product candidates, general corporate purposes and working capital; joint bookrunners are Bear, Stearns & Co. Inc. and Cowen & Co.; Pacific Growth Equities LLC and HSBC Securities Inc. are co-managers.

PERLEGEN SCIENCES INC. (Nasdaq: PERL): initial public offering of common stock; proceeds estimated at $115 million; no other estimates given; Mountain View, Calif., company, formed in late 2000 as a spinoff from Affymetrix, Inc., develops genetically targeted medicines for therapeutic areas that include metabolic, cardiovascular, central nervous system and inflammatory diseases; current pipeline targets type II diabetes and dyslipidemia; pre-IPO majority owners are Affymetrix with 25.4%, Pfizer Overseas Pharmaceuticals with 13.3% and Maverick Capital with 8.1%; joint lead managers are Lehman Brothers (bookrunner) and Deutsche Bank Securities; co-managers are Piper Jaffray and Allen & Co. LLC.

REPLIDYNE INC. (Nasdaq: RDYN): initial public offering of common stock; estimated proceeds of $100 million; no other estimates given; Louisville, Colo., company is focused on anti-infective products; proceeds for clinical trials, research and development, future milestone payments to licensors and general corporate purposes; pre-IPO investors are HealthCare Ventures VI, LP and affiliates with 19.24%, TPG Biotechnology Partners, LP and affiliates with 12.46% and Morgenthaler Partners VII, LP with 10.48%; Merrill Lynch & Co. and Morgan Stanley are joint bookrunners; co-managers are Cowen & Co. and Pacific Growth Equities, LLC.

RESTORE MEDICAL INC. (Nasdaq: REST): initial public offering of 5 million shares of common stock; greenshoe of 750,000 shares; proposed at $11 to $13 per share; at midpoint, net proceeds estimated at $63.1 million if the greenshoe is fully exercised; St. Paul, Minn.-based medical device company makes the Pillar palatal implant system to treat sleep disordered breathing; proceeds earmarked for research and development; pre-IPO, the largest shareholder was MPM Capital with 3.98 million shares, or a 37.9% stake; joint lead managers are Deutsche Bank Securities (bookrunner) and First Albany Capital RBC Capital Markets is co-manager.

UPCOMING BANK CLOSINGS

CONMED CORP. (Nasdaq: CNMD): $250 million credit facility; JPMorgan; $100 million five-year revolver talked at Libor plus 175 bps; $150 million seven-year term B talked at Libor plus 175 bps; refinance existing debt; Utica, N.Y., medical technology company.

SEROLOGICALS CORP. (Nasdaq: SERO): $50 million six-year term loan A; also has increased its revolving credit facility to $50 million from $45 million and extended the term so that it matures in six years; revolver contains a $50 million accordion feature; Norcross, Ga.-based provider of consumable biological products to use funds to help finance its acquisition of Linco for $64.5 million in cash; JPMorgan is the lead bank; launched to investors on March 20.


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