London 20 April 2010 – Lawyers from the corporate group in the London office of Morrison & Foerster have had a busy start to 2010, with a slew of announced deals for the first quarter. The transactions include:
Horizon Acquisition Company plc
Advising Horizon, a special-purpose acquisition vehicle, on the U.S. aspects of its Initial Public Offering of new ordinary shares on the main market of the London Stock Exchange. Hugh Osmond, the Pizza Express entrepreneur and founder of Punch Taverns, set up Horizon together with the former deputy chief executive of Lloyds TSB, Michael Fairey, and plans to use the £417.7 million raised in the IPO to invest in and restructure a heavily-indebted company in the consumer sector.
Intelenet Global Services
Advising new client Intelenet Global Services, an Indian services provider, on their acquisition of FirstInfo Ltd, from First Group plc. FirstInfo Ltd provides call centre services to the First rail companies (including First Capital Connect, First Great Western, First ScotRail etc). This was an outsourcing plus M&A transaction and these services will continue to be provided under a master services agreement.
Advising Intradigm on its merger with AIM-listed Silence Therapeutics plc. Intradigm was a privately-held U.S. biotechnology company focused on the discovery, development and delivery of novel targeted, systemic RNA interference (RNAi) therapeutics for the treatment of serious diseases, including an internal pipeline focused on oncology. Silence Therapeutics issued new Ordinary Shares as consideration for its acquisition of the entire share capital of Intradigm and raised an additional £15 million from new and existing investors.
IS Pharma PLC
Advising IS Pharma, an AIM-listed UK pharmaceutical company, in the divestment of one of its product lines (a plasma substitute) to Beacon Pharmaceuticals Limited.
Regenerative Medicine Assets Limited
(formerly Intercytex Group plc)
Advising Regenerative Medicine Assets Limited and its subsidiaries, in connection with three separate disposals of stem cell and related technology assets. The first sale was to DFB Pharmaceuticals Limited, a subsidiary of Healthpoint, Ltd and related to wound healing products ICX-SKN and Cyzact. The second sale was to Aderans Research Institute, Inc. and related to Intercytex' hair regeneration product ICX-TRC. The third sale was a sale of the company's Vavelta assets to Regenerative Solutions Limited.
ReNeuron Group plc
Advising AIM-listed stem cell company ReNeuron Group on a £4.7 million placing with existing and new institutional and qualifying individual shareholders. The Placing was structured with two closings to enable certain placees to take advantage of Venture Capital Trust and Enterprise Investment Scheme tax treatment.
Send 4 Help Limited
Advising Send 4 Help Limited on its recommended cash offer for the entire issued share capital of Skyguard Limited, a company which manufactures personal security devices. The transaction was a fully recommended offer for a private company, and also included irrevocable undertakings to accept the offer in respect of 91% when the offer document was posted.
Advising Venearth LLC, a U.S. based venture fund focusing on investment into cleantech companies, in connection with an investment in a UK cleantech company.
Advising Vernalis, a development-stage pharmaceutical company listed on the UK Official List, on a fully underwritten Placing and Open Offer to raise approximately £30 million. Vernalis also reached an agreement to regain the rights to 100% of Menarini royalties by terminating agreements with Paul Capital Healthcare in exchange for a one time net payment of $32.57 million (approximately £21 million) in cash; in addition, Paul Capital Healthcare has agreed to subscribe for 2.1 million Vernalis warrants. A portion of the funds raised from the Placing will be used to make the payment to Paul Capital Healthcare. The placing also included a Rule 9 whitewash for the purposes of the Takeover Code.
Advising SpringSource, a division of VMware, Inc. (NYSE: VMW-News), and the leader in Java application infrastructure and management, on the acquisition of Rabbit Technologies Ltd, an open source software company based in the UK. SpringSource will add the RabbitMQ open messaging system into its suite of technologies that reduce the complexity associated with development, deployment and management of enterprise applications. Terms of the deal were not disclosed.
Weatherly International plc
Advising Weatherly International plc on the sale of its smelter in Namibia for a value of approximately $50 million. The transaction also involved a court approved reduction of capital and an in specie distribution of shares in TSX-listed Dundee Precious Metals, Inc.
William Ransom & Son plc
Advising William Ransom & Son plc in a series of transactions as part of a process of refocusing of its product ranges and refinancing the Company. We advised the Company in connection with the disposal of Metanium to Thornton Ross. The Metanium brand comprises two topical ointment products, Metanium nappy rash ointment and Metanium cradle cap cream. We have also advised the Company on the sale of its over-the-counter infant medicines Snufflebabe and Easybreathe. We also advised on a £5,310,000 receivables financing facility provided by KBC Bank, to refinance existing debt and allow for future working capital requirements.