Beanstalk Capital Ltd. enters into arrangement agreement with iCo Therapeutics Inc.
October 16, 2007
SYMBOL – BCL.P VANCOUVER (CNW) – Beanstalk Capital Ltd. (Beanstalk) is pleased to announce that it has entered into an arm’s length arrangement agreement dated October 15, 2007 (the Arrangement Agreement) with iCo Therapeutics Inc. (iCo). The proposed transaction (the Arrangement), when completed, will constitute Beanstalk’s Qualifying Transaction as a capital pool company. Under the Arrangement, iCo will amalgamate with a wholly-owned subsidiary of Beanstalk and all of the issued and outstanding securities of iCo, including options and warrants, will be taken up by Beanstalk and paid for by the issuance of equivalent Beanstalk securities on a one-for-one basis. The amalgamated company, which will carry on the business currently conducted by iCo, will be a wholly-owned subsidiary of Beanstalk.
Beanstalk currently has 5,500,000 common shares, 250,000 warrants and 605,000 options issued and outstanding and iCo currently has 13,723,053 common shares, 1,638,708 warrants and 1,290,000 options issued and outstanding. Prior to the closing of the Arrangement (but after the financings described below), Beanstalk will consolidate its common shares on the basis of one share for each 2.8 shares currently outstanding. Following the closing of the Arrangement, current iCo shareholders will hold approximately 77.8% of the issued and outstanding Beanstalk Common Shares, current Beanstalk shareholders will hold approximately 11.1% of the issued and outstanding Beanstalk Common Shares and investors in the private placement described below will hold approximately 11.1% of the issued and outstanding Beanstalk Common Shares.
Financings Under the terms of the Arrangement Agreement, Beanstalk has agreed to use commercially reasonable efforts to complete an equity financing raising a minimum of $1,802,500 prior to or concurrent with the closing of the Arrangement Agreement. On October 15, 2007, Beanstalk entered into an engagement letter with Canaccord Capital Corporation (Canaccord) pursuant to which Canaccord will act as agent in connection with a brokered private placement of up to 5,150,000 units (the Units) of Beanstalk. Beanstalk has granted Canaccord an option (the Over-Allotment Option) to issue up to 2,800,000 additional Units. The Units will be issued at a price of $0.35 per unit for an aggregate subscription amount of up to $1,802,500 ($2,782,500 if the Over-Allotment Option is exercised in full). Each Unit will consist of one Beanstalk common share and one-half of one common share purchase warrant.
Subject to early expiry in accordance with their terms, each whole warrant will have an exercise price of $0.45 per share and be exercisable for a period of 12 months.
Canaccord will receive a cash commission equal to 8% of the gross proceeds and 100,000 Beanstalk Common Shares (on a post-consolidation basis).
Canaccord will also receive warrants to purchase a number of Units equal to 8% of the total number of Units issued under the private placement. The Canaccord warrants will have an exercise price of $0.45 and be exercisable for a period of 12 months.
Share Capital Summary The following is a summary of the anticipated share capital of Beanstalk after completion of the Arrangement (after giving effect to the 2.8:1 share consolidation of Beanstalk). All figures are based on Beanstalk raising $1,802,500 pursuant to the financing described above.
Currently outstanding 1,964,286
Issued pursuant to Beanstalk private placement 1,839,286
Issued to Canaccord 100,000
Issued to iCo shareholders 13,723,053
Currently outstanding 89,286
Issued pursuant to Beanstalk private placement 919,643
Issued to Canaccord 220,714
Issued to iCo warrantholders 1,638,708
Currently outstanding 216,071
Issued to iCo optionholders 1,290,000
Fully Diluted 22,001,047
Under the terms of the Arrangement Agreement, iCo may complete an equity financing of up to US$1,000,000 (the iCo Private Placement) prior to the closing of the Arrangement. The above numbers do not reflect any additional securities that iCo may issue pursuant to the iCo Private Placement.
Information About iCo
iCo, which is a Vancouver-based company incorporated under the federal laws of Canada, is an emerging biotechnology company focussed on the identification, development and commercialization of drug candidates that treat ocular indications through a development-only business model.
iCo’s strategy is to in-license drug candidates that have clinical or pre-clinical history and compelling evidence of scientific, clinical and commercial potential in ocular indications. iCo assumes the clinical, regulatory and commercial development activities for its product candidates and advances them along the regulatory and clinical pathway toward commercial approval. iCo believes that this approach reduces the risk, time and cost of developing ocular therapeutics by avoiding the uncertainty associated with research and pre-clinical stages of drug development.
iCo has in-licensed two product candidates that it believes have the potential to treat sight-threatening conditions: iCo-007 and iCo-008.
iCo is developing iCo-007 as a potential treatment for diabetic retinopathy, including macular edema. Diabetic retinopathy is characterized by new blood vessel growth and increased vascular permeability. iCo-007 is a second generation antisense compound that iCo believes reduces levels of a key protein associated with diabetic retinopathy and diabetic macular edema. In January 2007, iCo received clearance from the U.S. Food and Drug Administration to initiate a Phase I dose-escalating clinical trial in the United States using a single injection of iCo-007 in patients with diffuse diabetic macular edema. iCo expects to begin Phase I trials for iCo-007 in October 2007.
iCo-008 is a human monoclonal antibody that iCo believes has the potential to inhibit the development of severe allergic conjunctivitis. Before iCo licensed iCo-008 from Cambridge Antibody Technology Limited (CAT), CAT conducted a Phase I clinical trial of iCo-008 in healthy human volunteers and Phase II clinical trials of iCo-008 for allergic rhinitis and allergic conjunctivitis. iCo currently plans to begin Phase II trials to test the efficacy and safety of iCo-008 as a potential treatment for a serious sight threatening form of allergic conjunctivitis known as vernal keratoconjunctivitis in the first half of 2008.
Board and Management of Resulting Issuer
It is anticipated that upon completion of the Arrangement Agreement, the current directors and officers of Beanstalk will resign and Beanstalk will be managed by the current management of iCo. The following is a biography of the individuals who will be expected to be the directors and officers of Beanstalk after the closing of the Arrangement Agreement.
Directors Sidney Himmel, CA – Chairman and Director
Sidney Himmel, who is currently the president and chief executive officer of Trigon Uranium Corp., has over 17 years experience in Canadian capital markets. Mr. Himmel previously served as vice-president and director for Toronto Dominion Securities, where he specialized in biotechnology, and worked as a corporate finance specialist at Merrill Lynch Canada Ltd. During his time in the investment banking industry, Mr. Himmel participated in the financing of numerous growth and large capitalization companies raising capital in both public and private financial settings. Mr. Himmel was involved with equity institutional sales and trading with Toronto Dominion Securities, where he headed up the preferred share sales desk of Toronto Dominion Securities. Mr.
Himmel holds a Bachelor of Sciences and Bachelor of Arts from the University of Toronto. He is a member of both the American Chemical Society and the Institute of Chartered Accountants of Ontario.
Andrew J. Rae, MBA – Director, President and Chief Executive Officer
Andrew Rae has spent a decade in the biotechnology industry, most recently as the chief financial officer of Ability Biomedical Corporation, which was acquired by Medarex, Inc. in 2004. Mr. Rae has also served as vice-president of finance and corporate affairs with Active Pass Pharmaceuticals, Inc. During his tenure at both Active Pass and Ability Biomedical, Mr. Rae raised approximately $20 million in the aggregate in venture financing, engaged in a successful cross-border acquisition transaction and played a significant role in shaping multiple business development deals. Before joining Active Pass, Mr. Rae served as a biotechnology equities analyst for Goepel Shields & Partners (now Raymond James Canada), where he covered Canadian biotechnology stocks including Angiotech Pharmaceuticals, Inc., QLT Inc. and ID Biomedical Corp. Mr. Rae currently sits on the Dean’s External Advisory Board for the Faculty of Business Administration at Simon Fraser University. He previously served on the board of directors, and sat on the audit committee and nomination and governance, for Liponex Inc., a Canadian, TSE-listed biopharmaceutical research company. Mr. Rae received a B.Sc. from the University of Western Ontario and an MBA from Simon Fraser University.
John G. Clement, PhD – Director and Chief Technical & Development Officer
Dr. Clement possesses over twenty years of experience in pre-clinical and clinical drug development, project management, and product acquisition. Most recently, Dr. Clement served as director of business development at QLT Inc., one of Canada’s largest biotechnology companies and the developer of Visudyne, a product used to treat age-related macular degeneration. Dr. Clement has also served as director of extramural research and associate director of biochemical pharmacology and toxicology at Biochem Pharma Inc., which developed the AIDS drug 3TC, as a research scientist and manager with the Department of National Defence and as a research scientist with CIBA-Geigy Canada Ltd. During his tenure with the Department of National Defence, Dr.
Clement held various scientific leadership/management positions and was responsible for the development of a new antidote for nerve agent poisoning (HI-6). Dr. Clement received a PhD in pharmacology from the University of Western Ontario and has published over 60 peer reviewed scientific articles.
William Jarosz, JD – Director
William Jarosz is currently a partner at Cartesian Capital Group, LLC, a global investment management firm. From 1997 until 2005, Mr. Jarosz served as managing director and general counsel of AIG Capital Partners, a subsidiary of American International Group, Inc., and as managing director of the AIG-Brunswick Millennium Fund. While at AIG Capital Partners, Mr. Jarosz oversaw global private equity transactions for the firm’s various private equity funds. Prior to joining AIG in 1997, Mr. Jarosz practiced law at Debevoise & Plimpton, specializing in international private equity investment and Russian corporate and securities laws. Mr. Jarosz has also served as a consultant to the World Bank on the regulation of foreign direct investment in emerging markets. Mr. Jarosz is a graduate of the University of Montana, and received a Masters of Arts in Law and Diplomacy from the Fletcher School at Tufts University and a Juris Doctor from Harvard Law School.
Richard Barker, D.Phil, MA – Director
Dr. Barker is currently the director general of the Association of the British Pharmaceutical Industry (ABPI). Prior to joining ABPI, Dr. Barker was the chairman and chief executive officer of Molecular Staging Inc., founder and president of New Medicine Partners, chief executive officer of iKnowMed, chief executive officer of Chiron Diagnostics Ltd., general manager of IBM’s Worldwide Healthcare Solutions division, and leader of McKinsey & Company’s European healthcare practice. He is currently a board member of the European Federation of Pharmaceutical Manufacturers and Associations and council member of the International Federation of Pharmaceutical Manufacturers and Associations. Dr. Barker also serves on the board of directors of Adlyfe Inc., a company specializing in protein misfolding diseases. Dr. Barker’s academic background includes research in biological magnetic resonance at the Oxford University, Leeds University and the University of Munich. He holds a Doctorate of Philosophy in biophysics and a Master of Arts in chemistry from Oxford University.
W. John Meekison, BA, CIM, P. Log – Chief Financial Officer
John Meekison has over 15 years experience as an investment banker specializing in life sciences at Loewen, Ondaatje, McCutcheon Limited, Haywood Securities Inc., Dlouhy Merchant Group Inc. and Pacific International Securities Inc. As a financier, Mr. Meekison has raised equity capital for various biotechnology companies such as StressGen Biotechnologies Corporation (now Nventa Biopharmaceuticals Corporation), ID Biomedical Corp., Salix Pharmaceuticals Inc., Acorda Therapeutics Inc., Inex Pharmaceuticals Corporation, Nortran Pharmaceuticals Corp. (now Cardiome Pharma Corp.) and BioMS Medical Corp. Mr. Meekison has also acted as chief financial officer for Response Biomedical Corp., a TSX-listed company developing a novel clinical diagnostic platform, and as a director for Contec Innovations Inc., a TSX Venture-listed company. Mr. Meekison received his Bachelor of Arts from the University of British Columbia and is a Certified Investment Manager and Professional Logistician.
Dr. Peter Hnik, MD, MHSc – Chief Medical Officer
Dr. Hnik received his medical degree from the Medical Faculty of Charles University of Prague in 1981. After practicing for several years at university’s eye clinic, where he performed surgery and provided consultation services regarding glaucoma and neuro-ophthalmology, Dr. Hnik joined the eye clinic at the University of British Columbia, as part of the glaucoma research group. He received his Master of Health Sciences degree from the University of British Columbia in 1999. Prior to joining iCo, Dr. Hnik served as associate director of clinical research with QLT Inc., where he played a critical role in designing and directing clinical trials for treatment of age-related macular degeneration and diabetic retinopathy with Visudyne. He was also heavily involved in the publication, in-licensing and pharmacovigilance activities for Visudyne. Dr. Hnik is a member of the Association for Research in Vision and Ophthalmology, the American Academy of Ophthalmology, the New York Academy of Sciences, the European Society of Retina Specialists and the Drug Information Association.
Santa Jeremy Ono, PhD – Chief Scientific Officer
Professor Ono, a leading authority in the fields of immunology and ophthalmology, joined iCo as chief scientific officer in July 2005. Dr. Ono also acts as Vice Provost for Academic Initiatives and Deputy to the Provost at Emory University. From 2001 to 2006, Professor Ono served as the Cumberlege Professor of Biomedical Science and as the GlaxoSmithKline Professor of Ocular Immunology at the University College London from 2001 to 2006. Professor Ono also served as the Chair of Immunology at the University College London/Moorfields Eye Hospital Institute of Ophthalmology (the world’s first and largest eye research and treatment centre). Past appointments include Assistant Professor of Medicine, Pathology & Biology at Johns Hopkins University, and Associate Professor & Director of the Immunity, Inflammation and Transplantation Group at the Schepens Eye Research Institute, Harvard Medical School. Professor Ono has directed multiple research and development programs, many of which have been in partnership with biotechnology and pharmaceutical companies. He serves on many editorial boards, is involved with numerous professional societies and associations, and has more than eighty publications to his credit. Among his many honours, he was elected International Fellow of the American Academy of Asthma, Allergy and Immunology, Fellow of the Royal Society of Medicine, and received the Pharmacia International Award in Allergy Research. Professor Ono received a Bachelor of Arts from the University of Chicago, his PhD from McGill University and was a Helen Hay Whitney Fellow at Harvard University.
Significant Conditions to Closing Completion of the transaction is subject to a number of conditions including, without limitation, approval by iCo’s shareholders, approval of the Supreme Court of British Columbia and the TSX Venture Exchange, and completion by Beanstalk of a private placement of equity securities having a minimum aggregate subscription price of $1,802,500. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon.
Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
For further information: Rod Shier, Chief Financial Officer, Beanstalk Capital Ltd., Telephone: (604) 682-2992 Ext. 222/ (BCL.P.) CO: Beanstalk Capital Ltd.
About iCo Therapeutics Inc.
iCo Therapeutics Inc. is a Vancouver-based reprofiling company focused on redosing or reformulating drugs with clinical history for new or expanded indications. iCo has exclusive worldwide rights to three products, iCo-007, in Phase I for the treatment of Diabetic Macular Edema, iCo-008, a product with Phase II clinical history to be developed for severe ocular allergies, and iCo-009, a oral reformulation of Amphotericin B for sight and life – threatening diseases. iCo-009 also represents a new drug delivery technology with the potential to reprofile other parenteral administered drugs to the oral route of administration.
iCo Therapeutics trades on the TSX-Venture exchange under the symbol “ICO”.
No regulatory authority has approved or disapproved the content of this release. The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.
Forward Looking Statements
Certain statements included in this press release may be considered forward-looking. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements, and therefore these statements should not be read as guarantees of future performance or results. All forward-looking statements are based on iCo Therapeutics’ current beliefs as well as assumptions made by and information currently available to iCo Therapeutics and relate to, among other things, anticipated financial performance, business prospects, strategies, regulatory developments, market acceptance and future commitments. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Due to risks and uncertainties, including the risks and uncertainties identified by iCo Therapeutics in its public securities filings; actual events may differ materially from current expectations. iCo Therapeutics disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Business Development Contact:
Dr. John Clement, CTO
604.602.9414 × 222
Mr. John Meekison, CFO
604.602.9414 × 224
Frederica Bell, Director, Corporate Development
604.602.9414 × 228