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Published on 1/3/2006 in the Prospect News PIPE Daily.

Simtek wraps $11 million stock deal; stronger gold, oil prices may push resources offerings

By Sheri Kasprzak

New York, Jan. 3 - Simtek Corp. led PIPE news to kick off the New Year, concluding an $11 million offering.

Meanwhile, gold prices continued to rise, creating a market for PIPEs of Canadian issuers in that sector, sellsiders there said.

In the Simtek deal, the company sold 68.75 million shares at $0.16 apiece to a group of institutional investors led by Crestview Capital Master LLC.

After the deal was announced Tuesday morning, the company's stock fell 10.34%, or 3 cents, to close at $0.26.

C.E. Unterberg, Towbin LLC was the placement agent.

The company will use $8 million of the proceeds to complete the purchase of the nvSRAM product line from Zentrum Mikroelektronik Dresden AG. The remainder of the proceeds will be used for business strategies.

"We were very pleased with the response we received from institutional investors from across the country, from Crestview Capital Partners who led the financing and especially from existing investors," said Harold Blomquist, the company's chief executive officer, in a statement.

"This financing and the ZMD transaction represent a significant change in the financial health and foundation of the company. The additional business represented by the ZMD acquisition and Simtek's ability to finance growth as a result of the financing transaction should enable us to establish and sustain an aggressive position in the market. Earlier in my tenure I indicated that Simtek is preparing to apply for re-listing on a securities exchange. With this series of events, we are progressing nicely toward that goal."

"We are pleased with the caliber and support of the new institutional investors who participated in this funding round and are especially pleased with the fact that some of our most significant shareholders support the vision of the company such that they also participated in this financing," said Brian Alleman, the company's chief financial officer, in the statement.

In May, the company closed a $4 million private placement with Cypress Semiconductor Corp. In that deal, the company sold 6,740,816 shares at $0.59334 each.

On Oct. 13, 2004, Simtek raised $2.5 million in a private placement of 5,159,959 shares at $0.4845 each.

Looking at the company's earnings, Simtek reported a net loss of $16,582 for the quarter ended Sept. 30. For the same quarter of 2004, the company reported a net loss of $1,411,511.

Simtek, based in Colorado Springs, Colo., provides non-volatile memory for storage systems, hard disks, copiers, printers and other applications.

Elsewhere in the PIPE market, gold prices spiked $13.60 to end at $532.50 per ounce and oil prices gained $2.10 to close at $63.14 per barrel.

Those gains could mean more activity in the oil and gold sectors, especially in Canada.

"I think it's pretty likely you'll see more," said one market source in Vancouver, B.C., of oil and gold offerings following higher oil and gold prices. "We're seeing a few smallish things here and there. I think there'll be more and bigger [deals] by the end of the week."

Meanwhile, stocks took off after getting off to a lackluster start in early trading.

The Dow Jones Industrial Average climbed 129.91 to end at 10,847.41; the Nasdaq composite index gained 38.42 to close at 2,243.74 and the Standard & Poor's 500 composite index closed up 20.51 to end at 1,268.80.

Elbit's $3 million offering

In Israel, Elbit Vision Systems Ltd. settled a $3 million convertible loan offering.

The two-year loan is initially convertible into 6 million shares at $0.50 each.

The investor, Mivtach Shamir Holdings Ltd., will receive warrants for 4 million shares, exercisable at $0.50 each for two years. The warrants are only exercisable if Mivtach Shamir converts the loan.

Based in Yoqneam, Israel, Elbit produces automatic in-line inspection and monitoring systems used to improve product quality.

On Tuesday, the company's stock closed unchanged at $0.70.

High Plains raises C$8.6 million

Moving to Canadian resources offerings from Tuesday, High Plains Energy Inc. completed a C$8,578,892 offering.

The company issued 2,556,000 non flow-through shares at C$1.00 each and 5,019,077 flow-through shares at C$1.20 each.

Proceeds will be used for the company's 2006 expenditure program, including drilling, developing existing properties, acquiring seismic data and reducing bank debt.

The company's stock gained 7 cents, or 5.38%, to close at C$1.37 Tuesday.

Based in Calgary, Alta., High Plains is an oil and natural gas exploration company.

In the gold sector, SearchGold Resources sold 20 million units at C$0.05 each.

The units are comprised of one share and one warrant. The warrants are exercisable at C$0.10 each for one year.

SearchGold's stock remained unchanged on Tuesday at C$0.09.

Based in Montreal, SearchGold is a gold exploration company.

Section Rouge prices C$4 million deal

Elsewhere in Canada, Section Rouge Media Inc. negotiated a C$4 million stock deal Tuesday.

The company intends to sell up to 13,333,333 shares and a minimum of 8,333,333 shares at C$0.30 each.

Research Capital Corp. is the placement agent for the deal and has an over-allotment option for up to 15% of the offering size.

Proceeds will be used for the acquisition of Image in Media Inc. The rest will be used for project development, commercialization of the IPEXTV platform and working capital.

The stock closed unchanged at C$0.31 Tuesday.

Montreal-based Section Rouge is a media company that owns 30 publications.

Copano Energy stock slips

After pricing a $50 million private placement on Friday, Copano Energy, LLC's stock dipped slightly on Tuesday.

The company's stock lost 35 cents, or 0.9%, to end at $38.70 Tuesday.

On Friday, when the deal was first announced, the company's stock remained unchanged at $39.05.

The company plans to sell units at $35.25 each to Zimmer Lucas Capital.

Based in Houston, Copano is a natural gas gathering and processing company focused on the Texas Gulf Coast region and central and eastern Oklahoma.

Triangle stock gains 4.3%

Triangle Petroleum Corp.'s stock rose on Tuesday after wrapping a $10 million convertible debenture offering on Friday.

The company's stock gained 29 cents, or 4.36%, to close at $6.94.

Triangle's stock settled unchanged at $6.65 on Friday after the deal closed.

The debentures are convertible at $4.00 each.

Triangle, based in Calgary, Alta., is an oil and natural gas exploration company.


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