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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Novelion Therapeutics Inc | NASDAQ:NVLN | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.68 | 0.63 | 0.6677 | 0 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): October 8, 2014
QLT Inc.
(Exact Name of Registrant as specified in its charter)
British Columbia, Canada | 000-17082 | N/A | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
887 Great Northern Way, Suite 250, Vancouver, B.C.
Canada, V5T 4T5
(Address of principal executive offices)
Registrants telephone number, including area code: (604) 707-7000
Not Applicable
(Registrants name or former address, if change since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.02. Termination of a Material Definitive Agreement.
On October 8, 2014 the Agreement and Plan of Merger among QLT Inc. (QLT or the Company), Auxilium Pharmaceuticals, Inc. (Auxilium), QLT Holding Corp., and QLT Acquisition Corp. (AcquireCo) dated June 25, 2014 (the Merger Agreement) terminated after Auxilium delivered to QLT a notice of termination of the Merger Agreement. The Merger Agreement had provided for a business combination whereby AcquireCo would be merged with and into Auxilium (the Merger). On the date of the closing of the Merger, Auxilium would have become an indirect wholly owned subsidiary of QLT.
Auxilium terminated the Merger Agreement in accordance with its terms by providing notice to QLT that Auxiliums board of directors had reviewed an offer from Endo International plc to acquire all of the issued and outstanding shares of Auxilium (the Endo Proposal) and, after consulting with its financial advisors and outside legal counsel, determined that the Endo Proposal was a superior proposal under the terms of the Merger Agreement.
Under the terms of the Merger Agreement, Auxilium has agreed to pay QLT a termination fee in the amount of US$28.4 million.
The foregoing description of the terms of the Merger Agreement is not complete and is qualified in its entirety by the terms and conditions of the full text of the Merger Agreement, which was filed as an exhibit to QLTs Current Report on Form 8-K filed on June 26, 2014, and which is incorporated herein by reference.
Item 8.01. Other Events.
On October 9, 2014, QLT issued a press release announcing the termination of the Merger Agreement. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Number |
Description | |
99.1 | Press Release dated October 9, 2014 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
QLT INC. | ||
By: | /s/ Sukhi Jagpal | |
Name: | Sukhi Jagpal | |
Title: | Chief Financial Officer |
Date: October 9, 2014
Exhibit 99.1
News release
QLT ANNOUNCES MERGER WITH AUXILIUM PHARMACEUTICALS, INC. TERMINATES
FOR SUPERIOR PROPOSAL
For Immediate Release | October 9, 2014 |
VANCOUVER, CANADA QLT Inc. (NASDAQ: QLTI; TSX: QLT) (QLT or the Company) announces that it has been advised by Auxilium Pharmaceuticals, Inc. (Auxilium) that Auxiliums board of directors has reviewed an offer from Endo International plc (Endo) to acquire all of the issued and outstanding shares of Auxilium (the Endo Proposal) and, after consulting with its financial advisors and outside legal counsel, has determined that the Endo Proposal is a superior proposal under the terms of the Agreement and Plan of Merger (the Merger Agreement) among QLT, Auxilium, QLT Holding Corp., and QLT Acquisition Corp., dated June 25, 2014. Accordingly, Auxilium has delivered a notice of termination of the Merger Agreement and has, in accordance with the Merger Agreement, agreed to concurrently pay to QLT a termination fee in the amount of US$28.4 million.
Jason Aryeh, the Chairman of the Board of Directors of QLT stated: We are obviously disappointed that the merger with Auxilium did not complete. In light of this development, we will immediately re-engage in our assessment of all potential strategic options.
About QLT
QLT is a biotechnology company dedicated to the development and commercialization of innovative ocular products that address the unmet medical needs of patients and clinicians worldwide. We are focused on developing our synthetic retinoid program for the treatment of certain inherited retinal diseases.
QLTs head office is based in Vancouver, Canada and the Company is publicly traded on NASDAQ Stock Market (symbol: QLTI) and the Toronto Stock Exchange (symbol: QLT). For more information about the Companys products and developments, please visit our web site at www.qltinc.com.
QLT Inc. Contacts:
Investor & Media Relations
Andrea Rabney or David Pitts
Argot Partners
212-600-1902
andrea@argotpartners.com
david@argotpartners.com
Certain statements in this press release constitute forward-looking statements of QLT within the meaning of the Private Securities Litigation Reform Act of 1995 and constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements include, but are not limited to: statements relating to the review of all potential strategic options; and statements which contain language such as: assuming, prospects, goal, future projects, potential, could, believes, expects; hopes and outlook. Forward-looking statements are predictions only which involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from those expressed in such statements. Many such risks, uncertainties and other factors are taken into account as part of our assumptions underlying these forward-looking statements and include, among others, the following risks, uncertainties and other factors: the effect that QLTs announcements and actions will have on the market price of our securities; factors described in detail in QLTs Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other filings with the U.S. Securities and Exchange Commission and Canadian securities regulatory authorities. Forward-looking statements are based on the current expectations of QLT and QLT does not assume any obligation to update such information to reflect later events or developments except as required by law.
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