International Penta Financial opposes proposed Helix BioPharma private placement

By Sheri Kasprzak

New York, Jan. 11 - International Penta Financial Services AG, one of Helix BioPharma Corp.'s shareholders, said Thursday that it opposes a planned private placement that, according to International Penta, would result in up to 107% dilution of Helix's stock.

The dilution, International Penta said, includes a PIPE Helix conducted three months ago for C$5,523,750.

"International Penta Financial Services AG believes that management of Helix is attempting to dilute the voting power of shareholders who disagree with management through this massive share issuance at historically low prices," said a statement released Thursday evening by International Penta.

The terms of the new offering had not been detailed by press time Thursday evening.

According to the dissident proxy statement released by International Penta, the price per share will be as low at C$1.80, a 10% discount to the current market price.

"In fiscal 2000, we invested C$10 million in Helix securities at C$3.33 a share and have seen our investment drop to its current price," said Herald Janssen, International Penta's chairman, in a statement. "This private placement has forced us to act to protect our position and that of all other shareholders."

Helix contended in a statement of its own that the dissident proxy circular being distributed by International Penta to convince other shareholders to oppose the offering is "self serving and not in the best interest of Helix shareholders."

"Upon reviewing the dissident proxy circular, Mr. Janssen's objective to change the Helix board appears to be related to the fact that Helix intends to seek additional capital in the near term by way of private placement financing," said the Helix statement.

The Helix statement goes on to allege that before a finder agreement with one of his associated companies expired, Janssen proposed financings of close to US$20 million "with less favorable terms than Helix is now proposing.

"Helix believes that this dissident action is solely based on Mr. Janssen's loss of further opportunity to gain financially from his proposals," the Helix statement said.

Helix's stock gained 14%, or 28 cents, Thursday to close at C$2.28 (Toronto: HBP).

Based in Aurora, Ont., Helix develops treatments for cancer.

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