- Loan of US$2.5 Million Expected to Close by June 1, 2009
MONTREAL, May 22 /CNW Telbec/ - Haemacure Corporation (TSX:HAE), a
Montreal-based specialty bio-therapeutics company, announces that it and
Angiotech Pharmaceuticals, Inc. of Vancouver (NASDAQ:ANPI, TSX:ANP) are
preparing definitive documentation for a previously-announced senior secured
bridge loan from Angiotech to Haemacure in the amount of US$2.5 million.
Haemacure and Angiotech expect that the closing of the bridge loan will take
place on or about June 1, 2009.
The definitive loan agreement will provide that Angiotech will lend
US$2.3 million to Haemacure in multiple draw-downs, in addition to US$200,000
advanced by Angiotech on May 1, 2009 upon the signing of a term sheet.
Angiotech may, at its sole discretion, advance during a period of two years
from the closing date up to an additional US$1 million to Haemacure from time
to time, in multiple draw-downs, for a total loan of US$3.5 million.
The loan will be senior to all of Haemacure's existing and future
indebtedness, subject to certain exceptions; bear interest at an annual rate
of 10%, compounded quarterly; and have a term of two years. Haemacure
estimates that the loan of US$2.5 million will allow it to continue operations
until the end of 2009.
In the event of the closing of an equity financing by Haemacure in an
amount of at least US$13.5 million, Angiotech will convert the entire
principal amount of the loan and all accrued interest thereon into the same
type of security as that issued by Haemacure in the equity financing, at a
conversion price equal to the issue price of the equity financing less a
discount of 15%, subject to the condition that Angiotech not be required to
consolidate Haemacure's results in its financial statements as a consequence
of such conversion. In such event, a portion of the loan will be converted
into another type of Haemacure security, as agreed to at that time by
Angiotech and Haemacure. Angiotech has an option to advance to Haemacure on
the day immediately preceding the closing of such equity financing all
draw-downs that have not previously been advanced to Haemacure, to the maximum
amount of US$2.5 million. In the event of the conversion of the loan into
shares, Angiotech will be entitled to one seat on Haemacure's Board of
Directors. In the event that there is no such equity financing, the principal
amount of the loan and all accrued interest will be payable by Haemacure upon
the loan's maturity.
Upon the closing, if any, of the equity financing by Haemacure, it will
issue a warrant to Angiotech exercisable for the same type of security as that
issued by Haemacure in the equity financing. The warrant will: (i) be
exercisable for a number of Haemacure securities arrived at by dividing 100%
of the loan amount plus accrued interest by the issue price of the equity
financing; (ii) have an exercise price equal to the issue price of the equity
financing; and (iii) have a term equal to the term of warrants, if any, issued
in the equity financing. In the event that no warrants are issued by Haemacure
in the equity financing, the warrant issued to Angiotech will have a term of
five years from the date of closing of the equity financing.
Haemacure and Angiotech are also preparing definitive collaboration
agreements under which Angiotech will have certain license and distribution
rights to Haemacure's fibrin sealant and thrombin. It is expected that the
collaboration agreements will be signed on or about June 1, 2009.
Completion of the transaction is conditional on standard closing
conditions, including final negotiation and execution of loan and security
documentation and the related collaboration agreements. Haemacure can give no
assurance that the various closing conditions will be satisfied, that the
transaction will close, or that Haemacure will effect an equity financing of
at least US$13.5 million.
Assuming: (i) the conversion into Haemacure common shares by Angiotech of
the principal amount of the loan and interest in an aggregate amount of
US$3.67 million; (ii) an exchange rate of $1.20 for each U.S. dollar; (iii) an
issue price of $0.05 in an equity financing by Haemacure in the amount of
US$13.5 million; and (iv) full exercise of the warrant by Angiotech, Haemacure
would issue an aggregate of 191,703,529 additional common shares to Angiotech,
representing 26.55% of the 722,019,827 shares that would then be issued and
outstanding, and 92.91% of the 206,316,298 shares currently outstanding.
As the aggregate number of common shares that may be issued upon the
conversion of the loan and exercise of the warrant, if any, by Angiotech may
exceed 25% of the number of Haemacure shares currently outstanding
(206,316,298) and materially affect control of Haemacure, and due to the fact
that the conversion price of the loan and exercise price of the warrant may
not be in compliance with the applicable pricing policies of the TSX, the
transaction requires shareholder approval under the TSX Company Manual.
Haemacure is relying on an exemption from the security-holder approval
requirements granted by the Toronto Stock Exchange under section 604(e) of the
TSX Company Manual, on the basis of serious financial difficulty. The
directors of Haemacure have determined that Haemacure is in serious financial
difficulty and that the senior secured bridge loan of US$2.5 million from
Angiotech is designed to improve Haemacure's financial situation. Upon a
recommendation from an independent committee of the Board of Directors of
Haemacure free from any interest in the transaction and unrelated to
Angiotech, the Board of Directors has also determined that the senior secured
bridge loan is reasonable for Haemacure in the circumstances.
The TSX has advised Haemacure that reliance on this exemption will
automatically result in a TSX de-listing review to confirm that Haemacure
meets TSX continued-listing requirements. Haemacure understands that the
de-listing review is a routine procedure when this exemption is used.
Haemacure believes that it currently complies with applicable TSX
continued-listing requirements and expects to continue to comply with such
requirements following completion of the transaction with Angiotech.
Haemacure Corporation is a specialty biotherapeutics company developing
high-value human plasma-derived protein products for commercialization.
Haemacure's research and development effort is driven by its proprietary
plasma protein extraction technology to develop next-generation products,
including surgical haemostats. Haemacure's proprietary, lead product candidate
is a fibrin sealant in late-stage clinical trials. Haemacure's proprietary,
second product candidate is thrombin, a component of its fibrin sealant, now
in preclinical stage. Follow-on development will focus on the use of fibrin
sealant in aesthetics, adhesion prevention, combination with biomaterials,
drug delivery, regenerative medecine, skin graft fixation for burn injuries,
and wound healing.
Angiotech Pharmaceuticals, Inc. is a global specialty pharmaceutical and
medical device company with over 1,500 dedicated employees. Angiotech
discovers, develops and markets innovative treatment solutions for diseases or
complications associated with medical device implants, surgical interventions
and acute injury. To find out more about Angiotech (NASDAQ:ANPI, TSX: ANP),
please visit its website at www.angiotech.com.
Certain of the statements contained in this news release are
forward-looking statements. Such statements, based as they are on the current
expectations of management, inherently involve numerous risks and
uncertainties, known and unknown. Some examples of known risks are: the impact
of general economic conditions, general conditions in the biotech industry,
changes in the regulatory environment in the jurisdictions in which Haemacure
does business, stock market volatility, fluctuations in costs, and changes to
the competitive environment due to consolidation or otherwise. Consequently,
actual future results may differ materially from the anticipated results
expressed in the forward-looking statements. Haemacure disclaims any intention
or obligation to update these statements.
For further information: Joseph Galli, Chairman and CEO, Haemacure
Corporation, (514) 990-7074, firstname.lastname@example.org, www.haemacure.com; Gilles
Lemieux, Secretary, Haemacure Corporation, (514) 282-3350 ext. 22,