NVLN Novelion Therapeutics Inc

 

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 15, 2015

 

 

QLT Inc.

(Exact Name of Registrant as specified in its charter)

 

 

 

887 Great Northern Way, Suite 250, Vancouver, B.C.

Canada, V5T 4T5

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (604) 707-7000

 

Not Applicable

(Registrant’s 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):

 

o       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o       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 September 15, 2015, the Agreement and Plan of Merger, dated June 8, 2015, among QLT Inc. (“QLT” or the “Company”), InSite Vision Incorporated, a Delaware corporation (“InSite”), and Isotope Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of QLT (“AcquireCo”), as amended and restated on July 16, 2015 and August 26, 2015 (the “Merger Agreement”) terminated after InSite 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 InSite (the “Merger”).  As a result of the Merger, the separate corporate existence of AcquireCo would have ceased and InSite would have continued as the surviving corporation and an indirect wholly owned subsidiary of the Company.

 

On September 4, 2015, QLT issued a press release announcing that it had been advised by InSite that the InSite board of directors had determined that a previously announced second unsolicited offer from Sun Pharmaceutical Industries Ltd. (“Sun”) to acquire all of the issued and outstanding shares of InSite (the “Sun Proposal”) constituted a “Company Superior Proposal” (as defined in the Merger Agreement) and that InSite intended, subject to QLT’s right to negotiate with InSite during the Negotiation Period (as defined in the Merger Agreement), to terminate the Merger Agreement and enter into an agreement with Sun to implement the Sun Proposal. QLT was unwilling to provide an offer that InSite indicated it would deem superior to the Sun Proposal.  As a result, InSite notified QLT that it was exercising its right to terminate the Merger Agreement and has paid a termination fee to QLT in the amount of $2,667,000 plus all principal and interest owed by InSite to QLT under the June 8, 2015 secured loan (the “Secured Note”) advanced in connection with the Merger Agreement.

 

As a result of the termination of the Merger Agreement, the Secured Note has terminated and Insite and QLT have entered into a payoff letter, dated September 15, 2015 (the “Payoff Letter”) pursuant to which upon the receipt of the Payoff Amount (as defined in the Payoff Letter) by the Company, all obligations of InSite under the Note Documents (as defined in the Secured Note) (other than obligations that, by their express terms, survive termination of the Note Documents) are satisfied and paid in full, all Note Documents automatically terminate (other than obligations that, by their express terms, survive termination), all commitments of the Company automatically terminate and any security interest granted to the Company in any property of InSite securing the Secured Obligations (as defined in the Security Agreement (as defined in the Payoff Letter)) is automatically released, discharged and terminated.  In connection with the Payoff Letter and release of security, the Company has entered into an Intellectual Property Security Agreement Release.

 

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 QLT’s Current Report on Form 8-K filed on August 28, 2015, and which is incorporated herein by reference.

 

Item 8.01. Other Events

 

On September 15, 2015, 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 September 15, 2015

 

2

 

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/ Geoffrey Cox
Name:	Geoffrey Cox
Title:	Interim Chief Executive Officer

 

Date: September 15, 2015

 

3

Exhibit 99.1

 

 

News release

 

QLT ANNOUNCES TERMINATION OF MERGER AGREEMENT
WITH INSITE VISION

 

For Immediate Release

September 15, 2015

 

VANCOUVER, CANADA — QLT Inc. (NASDAQ:QLTI) (TSX:QLT) (“QLT”) today announced that its agreement to acquire InSite Vision Incorporated (OTCBB: INSV) (“InSite”) has been terminated.

 

On September 4, 2015, QLT announced that it had been advised that the board of directors of InSite had determined that the second unsolicited offer (the “New Proposal”) received by InSite from Sun Pharmaceutical Industries Ltd. (“Sun”) to acquire InSite for $0.35 per share in cash constituted a “Company Superior Proposal” as defined in the Amended and Restated Merger Agreement.  QLT then had the option to negotiate with InSite a possible amendment to the terms of the Amended and Restated Merger Agreement.  QLT was unwilling to provide an offer that InSite indicated it would deem superior to the Sun proposal.  As a result, on September 15, 2015, InSite notified QLT that InSite was exercising its right to terminate the Amended and Restated Merger Agreement in order to enter into an agreement with Sun. InSite has paid a termination fee to QLT in the amount of $2,667,000 plus all principal and interest owed by InSite to QLT under the June 8, 2015 secured loan advanced in connection with the Amended and Restated Merger Agreement.  Under the terms of its original Agreement and Plan of Merger, dated June 8, 2015, QLT proposed to acquire InSite for $0.178 per share in an all-share transaction.

 

“The QLT board recognizes that this is the second transaction in the past 12 months that did not come to fruition, with both offers trumped by proposals from large pharmaceutical companies that were willing to pay significant premiums to acquire these assets. In both cases, the tremendous value of our proposals was validated by subsequent premiums of greater than 75 and 100 percent over our pre-agreement values for Auxilium and InSite, respectively,” said Jason M. Aryeh, Chairman of the Board of QLT.  “We will continue to maintain this same intense discipline in identifying future opportunities for deploying capital, with the goal of pursuing a strategic path that is unequivocally in the best interests of QLT and our shareholders and offers significant value.”

 

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.

 

QLT’s 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 Company’s products and developments, please visit our website at www.qltinc.com.

 

QLT Inc. Contacts:

 

For Investors:

 

Andrea Rabney or David Pitts

Argot Partners

P: 212-600-1902

andrea@argotpartners.com

david@argotpartners.com

 

For Media:

 

Chuck Burgess or Mike Pascale

Abernathy MacGregor

P:212-371-5999

clb@abmac.com

mmp@abmac.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 statements which contain language such as: “assuming,” “prospects,” “goal,” “will,” “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 QLT’s announcements and actions will have on the market price of our securities; factors described in detail in QLT’s 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.