Healthcare Industry News: Teva Pharma
News Release - January 30, 2008
Medical Ventures to Acquire Two Vascular Device Developers
U.S. pharma entrepreneur Phillip Frost to back acquisitions with fundingVANCOUVER, BRITISH COLUMBIA--(Healthcare Sales & Marketing Network)--Jan 30, 2008 -- MEDICAL VENTURES CORP. (CDNX:MEV.V ), a medical devices company specializing in products for the vascular and surgical markets, announced today it has signed an agreement to acquire two vascular product development companies, thereby significantly increasing its potential product pipeline.
The two acquisitions are B-Balloon Ltd. and Neovasc Medical Ltd., both early-stage life sciences companies incubated by Israel-based Peregrine Ventures. Each company is focused on developing new technologies for the interventional treatment of heart and vascular diseases. Neovasc has developed a specialized stent for the treatment of refractory angina, and B-Balloon is developing devices used to treat ostial and bifurcation lesions in coronary and peripheral arteries.
Supporting the acquisition, both as a shareholder of the companies being acquired and as a financier for Medical Ventures concurrently with the acquisitions, is U.S. pharmaceutical entrepreneur Phillip Frost, MD. Dr. Frost, chair of Peregrine Ventures' investment committee, is also CEO and chair of Opko Health, Inc. He was formerly CEO and a principal shareholder of IVAX Corporation, which was acquired in 2006 by Teva Pharmaceutical Industries for $9.9 billion (US). Dr. Frost also heads the Frost Group, a Miami, Florida-based private equity firm. The Frost Group, as lead investor, and other investors, are expected to invest an aggregate of $6 million in the related financing, for approximately ten per cent of Medical Ventures' common shares (post-acquisition).
As part of the transactions, Medical Ventures will consolidate its outstanding 111 million shares (136 million fully diluted), at 20 old shares for one new share, such that the Frost-led financing will be at a price of $4.00 per share with a 0.62 warrant exercisable at $5.00 per share for 18 months from closing. This represents a 100 per cent premium to the current market for Medical Ventures shares. Medical Ventures expects to issue between approximately 5.8 and 6.8 million (post-consolidation) common shares for each of B-Balloon and Neovasc. This will bring its total capitalization to between 19 and 22 million shares, including the $6 million financing. The share consolidation is being done in preparation for seeking listing on the American Stock Exchange (AMEX), which has a minimum trade price qualification for listing. On completion of the acquisitions, but prior to the concurrent financing, Medical Ventures' management and continuing directors will hold approximately six to eight per cent of its shares; investors in the Peregrine group will collectively own approximately 30 to 33 per cent and investors in the Frost Group another approximately 18 to 22 per cent. Pursuant to voluntary lock-ups among many of these parties, approximately 60 per cent of Medical Ventures shares will be restricted for a one-year period from closing.
The acquisitions and concurrent financing are interdependent and principally subject to: TSX Venture Exchange approval; the approval of shareholders of each of the three companies; and certain other Israeli government and other third party consents, as well as customary closing opinions and deliveries. Subject to all the closing conditions being met, the companies are targeting completion in approximately 90 days.
Concurrent with completing the transactions, Alexei Marko, currently Medical Ventures' president and chief operating officer, will assume the role of president and CEO. Paul Geyer will remain as chairman of the board and Chris Clark will remain as CFO. Each of Neovasc and B-Balloon will add two nominees to a revamped, seven-person Medical Ventures board. Board nominees will be named prior to Closing. Medical Ventures' head office will remain in Canada, while Neovasc and B-Balloon's product development activities will continue in Israel. Medical Ventures' surgical tissue and contract manufacturing business will continue to operate within the company's existing PM Devices division.
Commenting on Medical Ventures' expansion plans, Dr. Frost said: "Each of these companies has compelling proprietary technologies with significant clinical potential. Together, they offer expansive treatment options for the vascular disease market. We are excited by the plans to take each product forward to commercialization, and we also see the potential for future strategic partnerships to grow Medical Ventures' market presence and shareholder value."
Alexei Marko, incoming CEO, added: "Acquiring Neovasc and B-Balloon will bring several new vascular therapies into Medical Ventures' product pipeline and will provide us with attractive short and long-term revenue opportunities. In securing the support of the Frost Group and Peregrine Ventures, we have partnered with a team that has priority access to new life-sciences technologies worldwide, as well as to the capital we need as we accelerate our move into the U.S. and other markets."
About the Participating Companies:
B-Balloon Ltd.
B-Balloon is developing unique stents and stent delivery systems being designed to allow the quick and safe percutaneous placement of stents in bifurcation and ostial lesions. Ostial and bifurcation lesions are considered two of the major unresolved challenges in percutaneus coronary and peripheral artery intervention.
See www.peregrinevc.com/portfolio_company.asp?ID equals 4 or www.bballoon.com/index.html.
Neovasc Medical Ltd.
Neovasc is developing a breakthrough, minimally invasive treatment for patients of Ischemic Heart Disease (IHD) who are not treatable by existing medical procedures. IHD is caused by limited inflow of blood in the coronary arteries. Using a proprietary device called the Reducer(TM), Neovasc's treatment is designed to increase the blood flow to territories of the heart suffering from decreased perfusion and to improve cardiovascular function. See www.peregrinevc.com/portfolio_company.asp?ID equals 5.
Medical Ventures Corp.
Medical Ventures Corp. develops, manufactures and markets medical devices for the quickly growing vascular and surgical marketplace. MEV products help doctors treat a wide range of health concerns, including vascular disease and obesity. MEV products include the Metricath® arterial and in-stent measurement system and PeriPatch(TM), a line of surgical tissue and staple line reinforcement products. Medical Ventures is also a contract medical devices manufacturer. For more information, please visit: www.medical-ventures.com.
For additional information
For additional information related to the acquisition, the participating companies and their products, please review the additional information which will be made available over the period until closing on the Canadian public companies' regulatory disclosure website at www.sedar.com and on MEV's website at www.medical-ventures.com.
Statements contained herein that are not based strictly on historical or current fact, including without limitation statements containing the words "anticipates", "believes", "may", "continues", "estimates", "expects", and "will" and words of similar import, are intended to constitute "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 ('PSLRA'). Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, events or developments to be materially different from any future results, events or developments expressed or implied by such forward-looking statements. Such risk factors include, amongst others: delayed commercialization of products, poor market acceptance of products, rapid technological obsolescence for products, long product lead times and health product regulatory approvals, the effect of competitive pricing, general economic and business conditions, aggressive competition in the healthcare market, dependence upon third-party manufacturers to produce components on a basis which is cost-effective to the company, the need for significant development capital, the ability to attract and retain qualified personnel, governmental regulations product liability and other claims asserted against the Company, and other factors referenced in the Company's filings with Canadian securities regulators. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements contained in this press release speak only as of the date the statements were made, and we do not undertake any obligation to update forward-looking statements. Results actually achieved may differ materially from expected results included in these statements. We intend that all forward-looking statements be subject to the safe-harbor provisions of the PSLRA.
This is not an offering of or a solicitation for offers of any of these securities and none of the securities referred to herein will be registered under the United States Securities Act of 1933. They will be offered only pursuant to available exemptions from registration and where and to whom as permitted by applicable law. Certain of the securities referred to herein, if, as and when issued, will be subject to resale restrictions in Canada and the US.
The TSX Venture Exchange has neither approved nor disapproved the contents of this release.
Source: Medical Ventures Corp
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