InSite Board Determines Previously Announced
Unsolicited Binding Offer from a Multi-National Pharmaceutical
Company No Longer Constitutes a “Company Superior Proposal”
InSite Vision Inc. (OTCBB: INSV) today announced that InSite and
QLT Inc. (NASDAQ: QLTI) (TSX: QLT) entered into a revised merger
agreement under which QLT will acquire InSite Vision.
Under the terms of the revised merger agreement, a wholly owned
subsidiary of QLT will be merged with and into InSite Vision. At
the time of the merger, each InSite Vision share will be exchanged
for the following:
- 0.078 QLT shares, if the average
trading price of QLT shares for the 15-trading day period ending on
the trading day immediately preceding the closing of the merger
(the Average QLT Trading Price) is between $3.22 and $3.86;
- a number of QLT shares equal to $0.30
divided by the Average QLT Trading Price, if the Average QLT
Trading Price is greater than $3.86; and
- a number of QLT shares equal to $0.25
divided by the Average QLT Trading Price, if the Average QLT
Trading Price is less than $3.22.
On August 26, 2015, QLT’s closing trading price was $3.43 per
share. Based on yesterday’s closing price, an InSite Vision
stockholder would receive shares of QLT worth approximately $0.267
per share of InSite held. The prior agreement with QLT, announced
June 8, 2015, offered $0.178 per InSite share as of that date.
Under the new agreement, the number of QLT shares to be issued in
the merger is subject to a cap so that QLT will not issue QLT
shares in excess of 19.9% of then-outstanding QLT shares. In such
an event, the remaining merger consideration would be paid in cash
(based on the value of the Average QLT Trading Price) on a pro
rata, per share basis.
“The amended merger agreement with QLT provides a significant
improvement in value for our shareholders,” said Tim Ruane, InSite
Vision's Chief Executive Officer. “The new agreement provides
assurance of at least $0.25 per share and provides potential upside
appreciation, depending on QLT’s trading prices, to up to $0.30 per
share.”
InSite Vision’s Board of Directors approved the revised merger
agreement with QLT and determined that the previously announced
unsolicited offer from a multi-national pharmaceutical company (the
“Bidder”) to acquire InSite Vision for $0.25 per share in an
all-cash transaction no longer constitutes a “Company Superior
Proposal” as defined in the QLT merger agreement.
Under the terms of the amended QLT merger agreement, the
termination fee that QLT will be entitled to receive from InSite if
the amended merger agreement is terminated under certain
circumstances was increased from $1,170,000 to $2,667,000, or
approximately 5% of InSite’s enterprise value.
About InSite Vision
InSite Vision is advancing new specialty ophthalmologic products
for treatment of diseases affecting the front and back of the eye.
The company has two commercial products based on its innovative
DuraSite® platform approved for the treatment of bacterial eye
infections, AzaSite® (azithromycin ophthalmic solution) 1%,
marketed in the U.S. by Akorn, Inc., and Besivance® (besifloxacin
ophthalmic suspension) 0.6%, marketed by Bausch & Lomb, a
wholly owned subsidiary of Valeant Pharmaceuticals International.
InSite Vision has a proprietary portfolio of clinical-stage product
candidates, and has filed an NDA for BromSite™ (0.075% bromfenac)
for the treatment of inflammation and prevention of pain associated
with cataract surgery. InSite Vision currently plans to file an NDA
with the FDA in 2017 for the commercial approval by the U.S. Food
and Drug Administration (FDA) of DexaSite™ for the treatment of
blepharitis. InSite Vision’s AzaSite Plus™ is advancing through
Phase 3 clinical studies for the treatment of eye infections, and
ISV-101 is in Phase 1/2 clinical development for dry-eye disease
and inflammation. For further information on InSite Vision, please
visit www.insitevision.com.
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.
Additional Information
In connection with the proposed merger of InSite Vision and QLT,
QLT filed with the U.S. Securities and Exchange Commission (SEC) a
Registration Statement on Form S-4 that includes a preliminary
proxy statement of InSite Vision and that also constitutes a
preliminary prospectus of QLT (the Form S-4). The Form S-4 has not
yet been declared effective by the SEC and is not complete and will
be further amended. InSite Vision plans to mail the definitive
proxy statement/prospectus to its stockholders when it becomes
available. INVESTORS ARE URGED TO READ THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH
THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THOSE DOCUMENTS WILL
CONTAIN IMPORTANT INFORMATION. Investors and security holders will
be able to obtain free copies of the definitive proxy statement/
prospectus (when available) and other documents filed with the SEC
by QLT or InSite Vision through the website maintained by the SEC
at http://www.sec.gov and, in QLT’s case, also on the System for
Electronic Document Analysis Retrieval (SEDAR) website maintained
by the Canadian Securities Administrators at www.sedar.com. Copies
of the documents filed with the SEC by InSite Vision will be
available free of charge on InSite Vision’s website at
www.InSiteVision.com or by contacting InSite Vision at
510-747-1220.
Participants in the Merger Solicitation
QLT, InSite Vision, their respective directors and certain of
their executive officers and employees may be considered
participants in the solicitation of proxies in connection with the
proposed transaction between InSite Vision and QLT. Information
regarding the persons who may, under the rules of the SEC, be
deemed participants in the solicitation of the QLT and InSite
Vision shareholders in connection with the proposed merger of
InSite Vision with QLT and a description of their direct and
indirect interests, by security holdings or otherwise, are set
forth in the preliminary proxy statement/prospectus that has been
filed with the SEC. Information about the directors and executive
officers of QLT is set forth in its Annual Report on Form 10-K/A,
which was filed with the SEC on April 30, 2015. Information about
the directors and executive officers of InSite Vision is set forth
in its proxy statement for its 2015 annual meeting of shareholders,
which was filed with the SEC on February 19, 2015.
Cautionary Statements Related to Forward-Looking
Statements
Statements in this document that are not strictly historical,
including statements regarding the revised terms of a transaction
with QLT, the status of InSite Vision’s proposed merger with QLT,
InSite’s clinical and regulatory plans, including its expectation
of filing an NDA for DexaSite for the treatment of blepharitis
(“DexaSite NDA”) in 2017, and other statements contained herein may
be “forward-looking” statements within the meaning of the Private
Securities Litigation Reform Act of 1995, and involve a number of
risks and uncertainties. There are a number of important factors
that could cause actual events to differ materially from those
suggested or indicated by such forward-looking statements and you
should not place undue reliance on any such forward-looking
statements. These factors include risks and uncertainties related
to, among other things: general economic conditions and conditions
affecting the industries in which InSite Vision operates; InSite
Vision’s and QLT’s ability to satisfy conditions in the QLT merger
agreement and consummate a merger on the anticipated timeline or at
all; and InSite’s ability to file the DexaSite NDA in a timely
manner or at all.; Additional information regarding the factors
that may cause actual results to differ materially from these
forward-looking statements is available in (i) InSite Vision’s SEC
filings, including its Annual Report on Form 10-K for the fiscal
year ended December 31, 2014 and Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 2015 under the caption “Risk
Factors” and elsewhere in such reports; and (ii) QLT’s SEC filings,
including its Annual Report on Form 10-K (as amended) for the
fiscal year ended December 31, 2014 and Quarterly Report on Form
10-Q for the quarterly period ended June 30, 2015 under the caption
“Risk Factors” and elsewhere in such reports. The forward-looking
statements made herein speak only as of the date hereof and neither
InSite Vision nor any of its affiliates assumes any obligation to
update or revise any forward-looking statement, whether as a result
of new information, future events and developments or otherwise,
except as required by law.
AzaSite®, DuraSite® and DuraSite® 2 are registered
trademarks of InSite Vision Incorporated.
AzaSite Xtra™, AzaSite Plus™, BromSite™, DexaSite™ and
BromDex™ are trademarks of InSite Vision
Incorporated.
Besivance® is a registered trademark of Bausch + Lomb
Incorporated.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20150827005298/en/
InSite VisionLouis Drapeau, 510-747-1220Chief Financial
Officermail@insite.comorMedia/Investor InquiriesBCC PartnersKaren
L. Bergman, 650-575-1509Susan Pietropaolo, 845-638-6290cell:
201-923-2049
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