Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
June 26 2014 - 10:00AM
Edgar (US Regulatory)
Filed by Auxilium
Pharmaceuticals, Inc. (SEC File No.: 000-50855) pursuant to Rule 425 under
the Securities Act of 1933 and deemed filed pursuant to Rule
14a-12 under the Securities Exchange Act of 1934
Subject Company:
QLT Inc.
SEC File
No.: 0-17082
Date: June 26, 2014
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Strategic
Transaction Auxilium Merger with QLT June 26, 2014
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Merger Aligned
with Growth Strategy Creates PLATFORM Designed to Accelerate Auxiliums
Transformation Canadian-Domiciled Structure Creates COMPETITIVE ADVANTAGE
Expands Geographic FOOTPRINT STRONGER BALANCE SHEET and Financial Position
Continued Product & Therapeutic Area DIVERSIFICATION
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Executing on
Multi-Phase Growth Strategy Expanded product portfolio and established
leadership position in mens healthcare Acquisition of Actient, STENDRA
in-licensing Grew from 2 to 12 products (7 promoted , 5 growth) PHASE ONE:
2013 PHASE THREE: 2015 & Beyond Diversify product revenue stream, build
mens healthcare portfolio and establish new specialty therapeutic areas Leverage
commercial expertise, competitive platform and financial resources to
aggressively pursue strategic partnering and M&A PHASE TWO: 2014 QLT
transaction creates more competitive M&A platform Stronger financial
position Canadian domicile expands North American footprint Builds upon
orphan drug platform with QLT retinoid program History of targeted innovation
Two products (TESTIM and XIAFLEX for DC) Developed a vision and strategy for
future growth FOUNDATION
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QLT Snapshot
Vancouver-based biotechnology company focused on development and
commercialization of innovative ocular products NASDAQ Stock Market (symbol:
QLTI) and the Toronto Stock Exchange (symbol: QLT) 37 employees Developing
synthetic retinoid program for the treatment of certain inherited retinal
diseases Designed to treat retinal diseases caused by gene mutations that
interfere with the availability of 11-cis-retinal Programs in Leber
Congenital Amaurosis (LCA) and Retinitis Pigmentosa (RP) Auxilium intends to
pursue potential licensing agreements for promising late-stage retinoid
program $140 million in consolidated cash, cash equivalents as of March 31,
2014
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Key Transaction
Terms Structure A wholly-owned subsidiary of QLT will be merged with and into
Auxilium; QLT will remain incorporated in British Columbia, Canada Auxilium
shareholders will own approximately 76% of the combined entity; QLT
shareholders will own approximately 24% Consideration Current Auxilium
shareholders will receive 3.1359 QLT shares for each Auxilium share, subject
to certain adjustments 25% premium for QLT shareholders based on closing
stock prices on June 25, 2014 Management and Governance Combined company will
be domiciled in Canada and renamed New Auxilium Maintain Auxiliums current
Executive Leadership Team and current offices in Chesterbrook, PA All current
Auxilium directors expected to join the New Auxilium board, joined by two
current QLT directors Synergies Expected financial & tax synergies
Long-term estimated effective tax rate could eventually be reduced from the
high 30% range to the mid-20%, and potentially lower, through continued
partnering and M&A Timing / Approvals Expected close in the fourth
quarter of 2014 Approvals include: approval of both companies shareholders;
regulatory approvals; customary closing conditions; and consents from
existing lenders or refinancing utilizing cash on hand and $225 million
committed Deutsche Bank financing
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Strategic
Priorities & Milestones Moving Forward Successfully launch two new
products: STENDRA for ED and XIAFLEX for PD Grow TESTOPEL and edex use with
urologists Drive XIAFLEX to standard of care in Dupuytrens Closely manage
and strategically resource Testim franchise as a mature product, including AG
STENDRA 15-minute onset of action sNDA PDUFA Date: September 20, 2014
XIAFLEX multiple cord label expansion sBLA PDUFA Date: October 20, 2014
Topline cellulite Phase 2a study results now expected in 4Q 2014 Topline
Frozen Shoulder Phase 2b study results expected in 1Q 2015 Close QLT merger
in 4Q 2014 Maximize value of current portfolio Successfully advance R&D
opportunities Continue opportunistic approach to CD&L, aggressive
partnering and M&A supported by new platform Maintain financial
discipline and manage performance
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Question &
Answer Session
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