Applied Spectrum seals $12 million offering as part of merger; Chartwell renegotiates C$175 million deal

By Sheri Kasprzak

New York, Nov. 15 - Heading up private placement action Wednesday, Applied Spectrum Technologies, Inc. concluded a $12,009,910 offering of its stock as part of a reverse merger with Ever Leader Holdings Ltd.

In the broader market Wednesday, one sellsider focused on the tech sector said he feels volume has been relatively good, despite somewhat lower volume lately.

"I don't think things are standing still," he said. "Compared to [volume] we normally see this time of year, it's a bit lower, but I don't see it as being low or really that bad at all."

For the tech sector in general, the market source said some substantial offerings are in the pipeline.

"I can't say anything about particular deals, but I can tell you a few are good sized," he said.

In the Applied Spectrum deal, a group of institutional investors bought 25,961,760 shares at $0.4626 each and received warrants for the same number of shares.

The full terms of the warrants could not be determined Wednesday evening when the offering was announced.

Keating Securities, LLC was the placement agent.

Applied, Ever Leader merge

Under the merger terms, Applied issued 64,942,360 shares to holders of Ever Leader's stock in exchange for all of its outstanding shares. Once the merger is approved by shareholders, the amalgamated company's name will be changed to Benda Pharmaceuticals, Inc.

The merged company will develop pharmaceuticals, active pharmaceutical ingredients and traditional Chinese medicines to treat cancer, diabetes, the common cold and other diseases.

"We are extremely pleased with this transaction and very optimistic about our company's future," said Benda chief executive officer for Yiqing Wan in a statement. "With this infusion of additional capital, we believe that Benda is poised to benefit from the explosive growth in Chinese health care spending over the next two decades.

"Keating Investments' turnkey going-public program has provided Benda with the capital to accomplish our objectives and their market-making and after-market support services will result over time in a widely held, actively traded and fully valued stock, benefiting all Benda stockholders."

Applied's stock remained unchanged Wednesday at $0.70 (OTCBB: APSP).

Benda will be based in Hubei Province, China.

Chartwell stock climbs

In other PIPE news Wednesday, Chartwell Seniors Housing Real Estate Investment Trust renegotiated the terms of a C$175,000,060 financing and priced a separate offering of trust units for C$99.28 million.

The terms of a trust unit and convertible debenture offering were rearranged because of changes in Canadian tax laws.

After the deals were announced Wednesday morning, the company's stock went on to gain 1.45%, or 20 cents, to close at C$13.96 (Toronto: CSH).

The company now plans to sell 3,676,475 trust units in the deal at C$13.60 each and issue C$125 million in unsecured subordinated convertible debentures.

The 6% debentures are due Dec. 1, 2011 and are convertible at C$15.60 each.

The deal is being placed through a syndicate of underwriters led by RBC Capital Markets.

The underwriters have a greenshoe for up to 551,471 additional units. The deal is expected to close Nov. 28.

The placement will help finance Chartwell's C$850 million in acquisitions of suites and lease-up facilities in North America. The transactions will make Chartwell Canada's largest owner and operator of senior housing facilities.

Separately, Chartwell plans to close later this month a C$99.28 million private placement of 7.3 million trust units at C$13.60 each.

That offering is slated to close Nov. 24.

Located in Mississauga, Ont., Chartwell owns and operates senior housing properties.

Diamond Tree prices C$10.5 million deal

Looking to Canadian resources offerings, Diamond Tree Energy Ltd. led activity there, pricing a C$10.5 million placement as oil prices edged back up.

Oil prices advanced by 48 cents Wednesday to close the session at $58.76 per barrel.

Meanwhile, Diamond Tree said it plans to issue 2 million flow-through shares at C$5.25 each, a 22% premium to the company's C$4.30 closing stock price Tuesday.

A syndicate of underwriters led by Canaccord Capital Corp. has a greenshoe for up to 200,000 additional shares.

The proceeds from the deal, expected to close Dec. 7, will be used for exploration and development drilling on the company's existing properties in British Columbia and Alberta.

Calgary, Alta.-based Diamond Tree is an oil and natural gas exploration, development and production company.

Gastar stock jumps 8.9%

Elsewhere in the oil sector, Gastar Exploration, Ltd. watched its stock climb by 8.89% Wednesday after pricing a $50 million stock offering Tuesday.

The stock gained 20 cents to end at $2.45 Wednesday (Amex: GST). On Tuesday, the stock gained 5 cents, or 2.27%, to end at $2.25.

In the placement, Gastar intends to sell shares at $2.00 each, a 9% discount to the company's $2.20 closing stock price on Monday, to a group of institutional investors led by Chesapeake Energy Corp.

The offering is set to close Friday.

Proceeds will be used for drilling programs in east Texas, Wyoming and southeastern Australia. The rest will be used for general corporate purposes.

Houston-based Gastar is an oil and natural gas exploration company.

First Majestic stock rises

In other resources news, First Majestic Resource Corp.'s stock edged up Wednesday.

The silver exploration company's stock closed up 1.1%, or 4 cents, to end at C$3.68 (TSX Venture: FR). On Tuesday, when the deal priced, the stock gained 8 cents to end at C$3.64.

First Majestic plans to sell units of one share and one half-share warrant at C$3.60 each in the non-brokered deal. The unit price represents only a slight premium to the company's C$3.56 closing stock price on Monday.

The deal is set to close Nov. 23, and proceeds will be used for exploration on the company's three silver mines. The rest will be used for working capital.

First Majestic is based in Vancouver, B.C.

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