Corporate and Corporate Finance

For the start-up of a private company, the focus will be on raising initial and additional round finance.

For the growing business, the attention will shift to growth through acquisition of companies, businesses and products or the divestment of non-core assets.

The intention may be to fund future growth, or provide some liquidity to shareholders, via an IPO and a listing on a recognised market.  Shareholders may want the company to realise its investment through a trade sale.

Acquisition of smaller companies by pharmaceutical corporations is also becoming increasingly prevalent, often as an alternative to entering into a licensing transaction.

Investors, brokers and financial advisers involved in life sciences companies need to feel comfortable that their legal advisers can combine a deep industry knowledge with up-to-the-minute experience of the corporate structures used in corporate finance transactions.

Fasken Martineau has guided many pharmaceutical, biotechnology and device companies and their investors, through these critical stages and in doing so has added value through its familiarity with the industry, not only in terms of the due diligence process, warranties and indemnities and potential legal hazards but also through its knowledge of the people and institutions involved.

The following is a selection of the types of transactions within the life science sector in which we are regularly involved:

Finance Deals

• IPOs, rights issues and secondary placements
• Landmark securitisation deals under which finance is raised in return for a share of the future royalty stream
• Convertible debenture funding
• Issues of private debentures
• Issue of public bonds
• Venture capital restructuring funding

Stock Exchange

• Listings – Official List, Toronto Stock Exchange, AIM, TSX-Venture
• Compliance advice on circulars and announcements
• Mergers and acquisitions of listed corporations
• Coordinating transactions involving Canadian, UK and US stock exchange compliance
• Public to private transactions
• Other company transactions
• Private corporation acquisitions and divestments
• Establishment of corporations as investment vehicles
• Investments in private corporations
• Establishing joint ventures
• Establishing and operating share option schemes including the reconciliation of conflicting international tax requirements

Selected Experience

• Summit Corporation divests its Dextra Services business to New Zealand Pharmaceuticals