Stem Cell Therapeutics Corp. completes C$33 million private placement

Date Closed: 12/13/2013

Value: C$33 million

BLG acted for Stem Cell Therapeutics Corp., a TSX Venture Exchange listed issuer, in a preferred share financing for gross proceeds of $33 million.  The transaction had a unique structure comprising preferred shares and warrants. 

Subscribers who purchased Preferred Share Units and certain subscribers who purchased Common Share Units also agreed to be subject to restrictions on the conversion and exercise of securities of the Company convertible in common shares. Such subscribers cannot convert or exercise securities of the Company convertible into common shares if, after giving effect to the exercise of conversion, the subscriber and its joint actors would have beneficial ownership or direction or control over common shares in excess of 4.99% of the then outstanding common shares. This limit can be raised at the option of the subscriber on 61 days prior written notice: (i) up to 9.99%, (ii) up to 19.99%, subject to stock exchange clearance of a personal information form submitted by the subscriber, and (iii) above 19.99%, subject to stock exchange approval and shareholder approval.

Subject to receipt of any required regulatory approvals, subscribers who purchased a minimum of 10% of the securities sold under the offering have been given rights to purchase securities of the Company in future financings to enable each such subscriber to maintain its percentage holding in the Company for so long as the subscriber holds at least 10% of the outstanding common shares on a fully-diluted basis.

BLG advised Stem Cell Therapeutics Corp., with a team consisting of Jay Lefton, Manoj Pundit, Habeeb Syed, Katherine Schuck, and Natasha Miklaucic.