FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN ISSUER
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Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of April, 2002
AETERNA LABORATORIES INC.
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(Translation of registrant's name into English)
1405, boul. du Parc-Technologique
Quebec, Quebec
Canada, G1P 4P5
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
Form 20-F Form 40-F X
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Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934
Yes No X
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If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-____
SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
AETERNA LABORATORIES INC.
Date: April 22, 2002 By: /s/ Claude Vadboncoeur
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Claude Vadboncoeur
Vice President, Legal Affairs and
Corporate Secretary
EXHIBIT INDEX
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Exhibit No. Exhibit Description Page
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1 Material Change Report dated April 18, 2002,
together with a copy of the press release dated
April 9, 2002 relating to the issuance and sale
by the registrant of subordinate voting shares
and warrants to purchase subordinate voting
shares to SGF Sante Inc., Solidarity Fund QFL
and Acqua Wellington Private Placement
Fund, Ltd.
Exhibit 1
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MATERIAL CHANGE REPORT
UNDER SECTION 75(2) OF THE SECURITIES ACT (ONTARIO),
SECTION 81(2) OF THE SECURITIES ACT (NOVA SCOTIA),
SECTION 76(2) OF THE SECURITIES ACT (NEWFOUNDLAND AND LABRADOR),
SECTION 84(1)(b) OF THE SECURITIES ACT (SASKATCHEWAN),
SECTION 146(1)(b) OF THE SECURITIES ACT (ALBERTA) AND
SECTION 85(1)(b) OF THE SECURITIES ACT (BRITISH COLUMBIA)
ITEM 1. REPORTING ISSUER
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AEterna Laboratories Inc. (the "CORPORATION")
1405 Parc Technologique Blvd.
Quebec City, Quebec G1P 4P5
ITEM 2. DATE OF MATERIAL CHANGE
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April 9, 2002
ITEM 3. PRESS RELEASE
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See attached copy of a press release disseminated through Canada News
Wire and PR Newswire on April 9, 2002.
ITEM 4. SUMMARY OF MATERIAL CHANGE
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Issuance by the Corporation of an aggregate of 7,600,000 units
(consisting of subordinate voting shares of the share capital of the Corporation
(the "SHARES") and warrants) on a private placement basis to SGF Sante Inc.
("SGF"), Solidarity Fund QFL (the "FUND") and Acqua Wellington Private Placement
Fund, Ltd. ("ACQUA") for an aggregate amount of $57,000,000, pursuant to two (2)
private placements concluded on April 9, 2002 (the "CLOSING DATE").
ITEM 5. FULL DESCRIPTION OF MATERIAL CHANGE
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Private placement to SGF and the Fund:
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SGF and the Fund subscribed respectively for 4,000,000 and
3,333,334 units (the "SGF/FUND UNITS"), each SGF/Fund Unit consisting of one
Share, one half March 2003 Warrant (described hereinafter) and one half December
2003-2006 Warrant (described hereinafter), for a total consideration of
(i) $30,000,000 in the case of SGF and (ii) $25,000,000 in the case of the Fund,
representing $7.50 per SGF/Fund Unit. The subscription price for each SGF/Fund
Unit was allocated as follows: (i) an amount of $7.40 was attributed to the
subscription price for the Share included in such SGF/Fund Unit, (ii) an amount
of $0.05 was attributed to the subscription price for the one half March 2003
Warrant included in such SGF/Fund Unit, and (iii) an amount of $0.05 was
attributed to the subscription price for the one half December 2003-2006 Warrant
included in such SGF/Fund Unit.
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The Corporation therefore issued at the Closing Date (i) 4,000,000
Shares, 2,000,000 March 2003 Warrants and 2,000,000 December 2003-2006 Warrants
to SGF and (ii) 3,333,334 Shares, 1,666,667 March 2003 Warrants and
1,666,667 December 2003-2006 Warrants to the Fund.
The Corporation will use the proceeds of issue of the SGF/Fund Units as
follows: (a) $20,000,000 for the Neovastat clinical program on renal cell
carcinoma (RCC), multiple myeloma (MM) and non-small-cell lung cancer (NSCLC)
and (b) $35,000,000 for a merger or acquisition of a company or companies and/or
a product or products which meet certain conditions.
Each whole "MARCH 2003 WARRANT" entitles its holder to subscribe for
and purchase one Share at an exercise price of $13.00, subject to adjustment as
provided therein. Subject to the following sentence, the March 2003 Warrants may
be exercised in whole (and not in part) at any time during the period commencing
on the Closing Date until 5:00 p.m. on March 31, 2003. If, for a period of
twenty (20) consecutive trading days, the Shares trade at $20.00 or more on The
Toronto Stock Exchange (subject to adjustment), the holders of the March 2003
Warrants will then have ten (10) business days following the receipt of a
written notice of the Corporation to that effect (the "NOTICE") to exercise all
of their March 2003 Warrants, failing which such warrants will become void.
Each whole "DECEMBER 2003-2006 WARRANT" entitles its holder to
subscribe for and purchase one Share at an exercise price of $20.00, subject to
adjustment as provided therein. Subject to the following sentence, the December
2003-2006 Warrants may be exercised in whole (and not in part) at any time
during the period commencing on the Closing Date until the Expiry Time (as
defined hereinafter). If, for a period of twenty (20) consecutive trading days,
the Shares trade at $20.00 or more on The Toronto Stock Exchange (subject to
adjustment), the holders of the December 2003-2006 Warrants will then have ten
(10) business days following the receipt of the Notice to exercise all of their
December 2003-2006 Warrants, failing which such warrants will become void. The
"EXPIRY TIME" of the December 2003-2006 Warrants shall be 5:00 p.m. on the
earlier of the following dates: (i) the date that is the tenth (10th) business
day following the receipt of the Notice; and (ii) December 31, 2003; provided,
however, that if the Corporation does not, prior to December 31, 2003, allocate
at least $10,000,000 to one or more Eligible Transactions (as defined
hereinafter), then
(a) the Expiry Time of the December 2003-2006 Warrants shall be
5:00 p.m. on the earlier of the following dates: (i) the date
that is the tenth (10th) business day following the receipt of
the Notice; and (ii) December 31, 2006; and
(b) as of January 1, 2004, the exercise price of each December
2003-2006 Warrant shall be $13.00 per Share.
"ELIGIBLE TRANSACTION" means a merger or acquisition of a company or companies
and/or a product or products provided (i) such transaction results in the
acquisition by the Corporation of one or more technologies that have reached
phase II clinical testing, or (ii) failing that, the transaction is approved by
a majority of the members of a committee set up by the Corporation
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specifically to examine such transaction, which committee shall consist of three
(3) members, each of the Corporation, SGF and the Fund having chosen one
(1) member.
Pursuant to contractual arrangements entered into in connection with
this private placement, (1) Dr. Eric Dupont agreed, for as long as he owns a
majority of the votes attaching to all the issued and outstanding equity shares
of the Corporation, not to vote in favour of certain significant events
affecting the Corporation and its subsidiaries without the prior written consent
of SGF and/or the Fund; and (2) for as long as SGF holds at least 5% of the
Corporation's issued and outstanding equity shares:
(a) the Corporation will nominate for election as a director of the
Corporation at each annual meeting of the shareholders: (i) a
candidate designated by SGF, provided that the candidate receives
a favorable recommendation from the Corporate Governance
Committee of the Board of Directors of the Corporation (this
candidate shall also be appointed to the Audit Committee and the
Corporate Governance Committee of the Corporation) and (ii)
except for the first annual meeting of the shareholders following
the Closing Date, a candidate designated jointly by SGF and
Dr. Eric Dupont;
(b) the Corporation will solicit proxies from its shareholders for
the election of such nominees as directors of the Corporation;
and
(c) Dr. Eric Dupont will exercise the voting rights attaching to his
equity shares on any resolution relating to the election of
directors to be put before the holders of the equity shares of
the Corporation, in favour of the election of the candidate(s) as
shall have been so designated.
In addition, for a period of three (3) months following the Closing
Date, unless prior consent is obtained from SGF and the Fund, which consent
shall not be withheld without good reason, the Corporation shall not grant to
any person in connection with any other private placement, more advantageous
terms than those granted to SGF and the Fund under the private placement
described hereinabove.
Engagement fees of $300,000 and $250,000 were paid respectively to SGF
and to the Fund by the Corporation in respect of the transactions described
herein.
Private placement to Acqua:
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Acqua subscribed for 266,666 units (the "ACQUA UNITS"), each Acqua Unit
consisting of one Share and one half March 2003 Warrant, for a total
consideration of $2,000,000, representing $7.50 per Acqua Unit. The subscription
price for each Acqua Unit was allocated as follows: (i) an amount of $7.45 was
attributed to the subscription price for the Share included in such Acqua Unit
and (ii) an amount of $0.10 was attributed to the subscription price for the
whole March 2003 Warrant included in such Acqua Unit.
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The Corporation therefore issued to Acqua at the Closing Date
266,666 Shares and 133,333 March 2003 Warrants.
The Corporation will use the proceeds of issue of the Acqua Units for
general corporate purposes.
An engagement fee of $20,000 was paid to Acqua by the Corporation in
respect of the transaction described herein.
ITEM 6. RELIANCE ON PROVISIONS APPLYING TO CONFIDENTIAL FILING
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N/A
ITEM 7. OMITTED INFORMATION
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N/A
ITEM 8. SENIOR OFFICER
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For further information, contact:
Dennis Turpin
Vice-President and Chief Financial Officer
Tel.: (418) 652-8525
ITEM 9. STATEMENT OF SENIOR OFFICER
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The information contained in this material change report accurately
discloses the material change referred to herein.
DATED at Quebec City, Quebec this 18th day of April, 2002.
(signed)
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Claude Vadboncoeur
Vice-President, Legal Affairs
and Corporate Secretary
[AETERNA LABORATORIES]
PRESS RELEASE
FOR IMMEDIATE RELEASE
INITIAL INVESTMENT OF $57 MILLION IN AETERNA
BY SGF SANTE, SOLIDARITY FUND QFL AND ACQUA WELLINGTON
QUEBEC CITY, QUEBEC, APRIL 9, 2002 -- AEterna Laboratories Inc. (TSE: AEL,
NASDAQ: AELA) today announced the conclusion of private placements to SGF Sante,
Solidarity Fund QFL, and Acqua Wellington Private Placement Fund, Ltd. for an
initial amount of $57 million. From this amount, approximately $35 million will
be used for the acquisition of innovative technologies or companies in cancer,
$20 million for further development of Neovastat, which has reached the final
stage of clinical studies in kidney and lung cancer, and $2 million for general
corporate purposes.
SGF SANTE AND SOLIDARITY FUND QFL - INVESTMENT
The first private placement to SGF Sante and Solidarity Fund QFL consists of
AEterna issuing 7.3 million subordinate voting shares, at a price of $7.50 per
share, as well as 7.3 million warrants. Half of these warrants are exercisable
at $13 per share, representing a premium of 73%, and will mature on March 31,
2003. The other half of these warrants are exercisable at an initial price of
$20 per share, representing a premium of 167%, and will mature initially on
December 31, 2003, subject to certain conditions.
ACQUA WELLINGTON PRIVATE PLACEMENT FUND, LTD. - INVESTMENT
The second private placement to Acqua Wellington Private Placement Fund, Ltd.
consists of AEterna issuing 266,667 subordinate voting shares, at a price of
$7.50 per share, as well as 133,333 warrants exercisable at $13 per share,
representing a premium of 73% and maturing on March 31, 2003.
In the event that AEterna's shares are traded at more than $20 on the stock
market for twenty consecutive days, SGF Sante, Solidarity Fund QFL, and Acqua
Wellington Private Placement Fund, Ltd. will have ten days to exercise all
warrants.
These investments, combined with the full exercise of warrants, could represent
a total investment of approximately $180 million in AEterna over the next
20 months.
"With these investments of $57 million, we now have close to $100 million in
cash, placing us in a strong position to pursue our strategy related to
acquiring innovative technologies in oncology, and to accelerate Neovastat's
development," stated Dr. Eric Dupont, AEterna's Chairman and Chief Executive
Officer. "We are indeed privileged to be able to count on such select partners
to accompany us in the realization of our growth strategy."
"Considering SGF Sante's mission, we believe that this is an opportune time to
invest in AEterna," said Dr. Francis Bellido, President and Chief Operating
Officer of SGF Sante. "We are confident that, with Neovastat, AEterna has the
necessary assets to become a key player in the fight against cancer, a major
medical issue."
Dr. Dupont also announced that Dr. Bellido will henceforth sit as a member of
AEterna's Board of Directors.
"AEterna represents Canada's flagship biotech in cancer, and has attained the
level of maturity that will enable it to realize acquisitions to ensure its
long-term growth," said Dr. Jean-Denis Dubois, Investment Manager, Health and
Biotechnology, of Solidarity Fund QFL. "We are, and have been a significant
shareholder in AEterna for a number of years, and we wish to further contribute
to its growth."
"We are proud to join forces with AEterna, and to participate actively in its
global business opportunities," explained Isser Elishis, Acqua Wellington's
Chief Investment Officer.
ABOUT SGF SANTE
SGF Sante is a subsidiary of Societe generale de financement du Quebec (SGF).
SGF's mission is to implement economic development projects within normal
profitability conditions, in cooperation with partners. Since its restructuring
in 1998, SGF has generated investments of nearly $4.4 billion, and has created
over 19,400 direct and indirect jobs in projects which reached their operational
phase, in addition to creating thousands of jobs during the construction phase.
As of September 30, 2001, SGF's consolidated assets exceeded $2.9 billion. SGF
has 57 international partners operating different corporations in the Province
of Quebec (www.sgfqc.com).
Following this investment, SGF Sante holds 4 million subordinate voting shares
of the Company, representing approximately 11.24% of the currently outstanding
subordinate voting shares, or 20.20% assuming only the exercise of the warrants
held by SGF.
ABOUT SOLIDARITY FUND QFL
With net assets of over $4 billion, Solidarity Fund QFL is an investment fund
that draws on the savings of Quebecers, more specifically through its RRSPs, in
order to contribute to job creation and maintenance in companies, and to
participate in Quebec's economic development. The Fund now boasts some
500,000 shareholders and has participated, alone or with other financial
partners, in the creation, maintenance and support of over 93,000 jobs
(www.fondsftq.com).
Following this investment, Solidarity Fund QFL holds 4,996,525 subordinate
voting shares of the Company, representing approximately 14.04% of the currently
outstanding subordinate voting shares, or 21.40% assuming only the exercise of
the warrants held by Solidarity Fund QFL.
ABOUT ACQUA WELLINGTON
Acqua Wellington manages a range of funds targeting investment opportunities in
publicly-traded companies, with low and medium capitalization, on the national
and international scene, especially in the fields of technology and health
sciences. Since its inception in January 2000, Acqua Wellington has invested
more than US$1 billion in healthcare in the United States.
ABOUT AETERNA
AEterna Laboratories Inc. is a Canadian biopharmaceutical company, and a
frontrunner in the development of angiogenesis inhibitors, primarily in
oncology.
Neovastat is currently undergoing two Phase III clinical trials for the
treatment of lung and kidney cancer, and one Phase II trial for treatment of
multiple myeloma, a form of blood cancer. These clinical trials are currently
being held in more than 140 clinical institutions in Canada, the U.S. and
several European countries.
AEterna also owns 64% of its subsidiary, Atrium Biotechnologies Inc., a leading
company specializing in the development, marketing and distribution of
innovative ingredients in the fields of cosmetics, nutrition, fine chemicals and
pharmaceuticals.
AEterna shares are listed on the Toronto Stock Exchange (AEL) and the
Nasdaq (AELA).
News releases and additional information about AEterna are available on its Web
site at www.aeterna.com.
SAFE HARBOR STATEMENT
This press release contains forward-looking statements, which are made pursuant
to the safe harbor provisions of the U.S. Securities Litigation Reform Act of
1995. Forward-looking statements involve known and unknown risks and
uncertainties which could cause the Company's actual results to differ
materially from those in the forward-looking statements. Such risks and
uncertainties include, among others, the availability of funds and resources to
pursue R&D projects, the successful and timely completion of clinical studies,
the ability of the Company to take advantage of the business opportunities in
the pharmaceutical industry, uncertainties related to the regulatory process and
general changes in economic conditions. Investors should consult the Company's
ongoing quarterly and annual filings with the Canadian and U.S. securities
commissions for additional information on risks and uncertainties relating to
the forward-looking statements. Investors are cautioned not to rely on these
forward-looking statements. The Company does not undertake to update these
forward-looking statements.
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INFORMATION:
CANADA
MEDIA RELATIONS: INVESTOR RELATIONS
Paul Burroughs Jacques Raymond
Tel.: (418) 652-8525 ext. 406 Tel.: (418) 652-8525 ext. 360
Fax: (418) 577-7700 Fax: (418) 577-7700
E-mail: paul.burroughs@aeterna.com E-mail: jacques.raymond@aeterna.com
USA
The Investor Relations Group
Lisa Lindberg
Tel.: (212) 825-3210
Fax: (212) 825-3229
E-mail: TheProTeam@aol.com