MONTREAL, May 22 /PRNewswire-FirstCall/ -- Haemacure Corporation (TSX:HAE), a Montreal-based specialty bio-therapeutics company, announces that it and Angiotech Pharmaceuticals, Inc. of Vancouver 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.
About Haemacure
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.
About Angiotech
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 , please visit its website at http://www.angiotech.com/.
Forward-looking Statements
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.
Haemacure Corporation
CONTACT: Joseph Galli, Chairman and CEO, Haemacure Corporation, (514)
990-7074, jgalli@haemacure.ca, http://www.haemacure.com/; Gilles Lemieux, Secretary,
Haemacure Corporation, (514) 282-3350 ext. 22, ir@haemacure.ca
