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): September 22, 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):
|
x |
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 8.01. Other Events.
As previously reported, on June 25, 2014, QLT Inc. (the Company) entered into an Agreement and Plan of Merger (the Merger
Agreement) among QLT, Auxilium Pharmaceuticals, Inc., a Delaware corporation (Auxilium), QLT Holding Corp., a Delaware corporation and a wholly-owned subsidiary of QLT (HoldCo), and QLT Acquisition Corp, a Delaware
corporation and wholly owned subsidiary of HoldCo (AcquireCo). The Merger Agreement provides for a business combination whereby AcquireCo will be merged with and into Auxilium (the Merger). As a result of the Merger, the
separate corporate existence of AcquireCo will cease and Auxilium will continue as the surviving corporation, Auxilium stockholders will receive QLT common shares representing approximately 76% of all common shares of QLT outstanding after the
Merger, and QLT will change its name to Auxilium International Corp. On the date of the closing of the Merger, Auxilium will become an indirect wholly owned subsidiary of QLT.
On September 17, 2014, the Company announced that it had been advised by Auxilium that Auxilium had received an unsolicited offer from Endo International
plc (Endo) to acquire all of the issued and outstanding shares of Auxilium (the Endo Proposal). On September 22, 2014, the Company issued a press release announcing that: (i) it has been advised by Auxilium that
Auxiliums board has reviewed the unsolicited offer from Endo and, after consulting with its independent financial and legal advisors, has unanimously determined that the Endo Proposal is not a superior proposal under the terms of the Merger
Agreement; (ii) Auxilium has further advised the Company that Auxiliums board has unanimously reaffirmed its recommendation that Auxiliums stockholders vote in favor of the adoption of the Merger Agreement, and has not withdrawn,
modified, withheld, changed or qualified its recommendation with respect to the proposed Merger pursuant to the Merger Agreement; and (iii) the Companys board of directors reaffirms its support for the Merger pursuant to the Merger
Agreement and believes that such a transaction continues to be in the best interest of the Company and fair to its stockholders.
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 September 22, 2014 |
No Offer or Solicitation
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to
purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention
of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Additional Information
In connection with the proposed Merger, QLT has filed with the Securities and Exchange Commission (the SEC) a registration statement on Form S-4
that includes a preliminary joint proxy statement/circular of Auxilium and QLT and also constitutes a prospectus of QLT. Auxilium and QLT plan to mail the joint proxy statement/circular to their respective stockholders. INVESTORS ARE URGED TO READ
THE JOINT PROXY STATEMENT/CIRCULAR WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. You will be able to obtain the joint proxy statement/circular, as well as other filings containing information about Auxilium and QLT, free
of charge, at the website maintained by the SEC at www.sec.gov and, in QLTs case, also on the System for Electronic Document Analysis Retrieval (SEDAR) website maintained by the Canadian Securities Administrators (CSA)
at www.sedar.com. QLT stockholders may also obtain these documents, free of charge, from QLTs website at www.qltinc.com under the heading Investors and then under the heading Proxy Circulars or upon request directly to
QLT to the attention of QLT Investor Relations, 887 Great Northern Way, Suite 250, Vancouver, British Columbia, Canada, V5T 4T5. Auxilium stockholders may also obtain these documents, free of charge, from Auxiliums website
(www.Auxilium.com) under the heading InvestorsSEC Filings or by directing a request to made to Auxiliums Secretary at Auxilium Pharmaceuticals, Inc., 640 Lee Road, Chesterbrook, PA 19087.
Participants in the Solicitation
The respective
directors and executive officers of QLT and Auxilium and other persons may be deemed to be participants in the solicitation of proxies in respect of the transactions contemplated by the joint proxy statement/circular. Information regarding QLT
directors and executive officers is available in its Annual Report on Form 10-K/A filed with the SEC and CSA by QLT on April 30, 2014, and information regarding Auxiliums directors and executive officers is available in its
definitive proxy statement filed with the SEC by Auxilium on April 10, 2014. These documents can be obtained free of charge from the sources indicated above. Other information regarding the interests of the participants in the proxy
solicitation will be included in the joint proxy statement/circular and other relevant materials to be filed with the SEC and the CSA when they become available.
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: September 22, 2014
Exhibit 99.1
N e w s
r e l e a s e
QLT PROVIDES FURTHER UPDATE ON MERGER WITH
AUXILIUM PHARMACEUTICALS, INC.
Auxiliums Board of Directors Reaffirms Recommendation of QLT Transaction
|
|
|
|
|
For Immediate Release |
|
|
September 22, 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 (the Auxilium Board) has reviewed the unsolicited 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 independent financial and legal advisors, has unanimously determined that the Endo Proposal is not 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. Auxilium has further advised that the Auxilium Board has unanimously reaffirmed its
recommendation that Auxiliums stockholders vote in favor of the adoption of the Merger Agreement, and has not withdrawn, modified, withheld, changed or qualified its recommendation with respect to the proposed merger with QLT pursuant to the
Merger Agreement.
Subject to certain conditions in the Merger Agreement, Auxilium maintains the right to engage in discussions with Endo regarding the
Endo Proposal and with other third parties.
QLTs board of directors reaffirms its support for the merger with Auxilium pursuant to the Merger
Agreement and believes that such a transaction continues to be in the best interests of QLT and fair to its shareholders.
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.
On June 25,
2014, QLT entered into Merger Agreement. The Merger Agreement provides for a business combination whereby AcquireCo will be merged with and into Auxilium (the Merger). As a result of the Merger, the separate corporate existence of
AcquireCo will cease and Auxilium will continue as the surviving corporation. On the date of the closing of the Merger, Auxilium will become an indirect wholly owned subsidiary of QLT.
No Offer or Solicitation
This communication is not
intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the
acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended.
Page 1 of 2
Additional Information
In connection with the proposed Merger, QLT has filed with the Securities and Exchange Commission (the SEC) a registration statement on Form S-4
that includes a preliminary joint proxy statement/circular of Auxilium and QLT and also constitutes a prospectus of QLT. Auxilium and QLT plan to mail the joint proxy statement/circular to their respective stockholders. INVESTORS ARE URGED TO READ
THE JOINT PROXY STATEMENT/CIRCULAR WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. You will be able to obtain the joint proxy statement/circular, as well as other filings containing information about Auxilium and QLT, free
of charge, at the website maintained by the SEC at www.sec.gov and, in QLTs case, also on the System for Electronic Document Analysis Retrieval (SEDAR) website maintained by the Canadian Securities Administrators (CSA)
at www.sedar.com. QLT stockholders may also obtain these documents, free of charge, from QLTs website at www.qltinc.com under the heading Investors and then under the heading Proxy Circulars or upon request directly to
QLT to the attention of QLT Investor Relations, 887 Great Northern Way, Suite 250, Vancouver, British Columbia, Canada, V5T 4T5. Auxilium stockholders may also obtain these documents, free of charge, from Auxiliums website
(www.Auxilium.com) under the heading InvestorsSEC Filings or by directing a request to made to Auxiliums Secretary at Auxilium Pharmaceuticals, Inc., 640 Lee Road, Chesterbrook, PA 19087.
Participants in the Solicitation
The respective
directors and executive officers of QLT and Auxilium and other persons may be deemed to be participants in the solicitation of proxies in respect of the transactions contemplated by the joint proxy statement/circular. Information regarding QLT
directors and executive officers is available in its Annual Report on Form 10-K/A filed with the SEC and CSA by QLT on April 30, 2014, and information regarding Auxiliums directors and executive officers is available in its definitive
proxy statement filed with the SEC by Auxilium on April 10, 2014. These documents can be obtained free of charge from the sources indicated above. Other information regarding the interests of the participants in the proxy solicitation will be
included in the joint proxy statement/circular and other relevant materials to be filed with the SEC and the CSA when they become available.
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 completion of the Merger; 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; actions that may be taken by Auxilium
in response to the Endo Proposal, including the determination that the Endo Proposal is a superior proposal under the Merger Agreement; actions that may be taken by Endo with respect to the Endo Proposal and the potential acquisition of Auxilium;
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.
Page 2 of 2
Novelion Therapeutics (NASDAQ:NVLN)
Historical Stock Chart
From Feb 2024 to Mar 2024
Novelion Therapeutics (NASDAQ:NVLN)
Historical Stock Chart
From Mar 2023 to Mar 2024