Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
November 01 2016 - 12:09PM
Edgar (US Regulatory)
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): November 1, 2016
QLT Inc.
(Exact Name of Registrant as specified in its charter)
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British Columbia, Canada
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000-17082
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N/A
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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On November 1, 2016, QLT Inc. (the Company) reported its
financial results for the third quarter ended September 30, 2016. The full text of the press release announcing such results is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Such
information shall not be deemed filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date
hereof, regardless of any general incorporation language in such filing.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
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Number
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Description
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99.1
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Press Release of QLT Inc. dated November 1, 2016
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Additional Information about the Proposed Transaction and Where to Find It
This communication does not constitute an offer to buy or solicitation of any offer to sell securities or a solicitation of any vote or
approval. It does not constitute a prospectus and no offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended. This communication relates to the
proposed merger transaction between Aegerion and an indirect wholly-owned subsidiary of QLT. In connection with the proposed transaction, QLT filed with the SEC a registration statement on Form S-4 that includes a joint proxy statement/circular
of Aegerion and QLT that also includes a prospectus relating to shares of QLT common stock to be issued in connection with the proposed transaction on October 6, 2016. The registration statement was declared effective by the SEC on
October 6, 2016. Aegerion and QLT mailed the definitive joint proxy statement/prospectus to their respective stockholders in connection with the proposed merger on or about October 7, 2016. This communication is not a substitute for the
registration statement, joint proxy statement/circular, prospectus or other documents that QLT and/or Aegerion may file with the SEC in connection with the proposed transaction. INVESTORS OF QLT AND AEGERION ARE URGED TO READ THE REGISTRATION
STATEMENT, JOINT PROXY STATEMENT/CIRCULAR, PROSPECTUS AND OTHER DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT QLT, AEGERION AND THE PROPOSED TRANSACTION. QLT and Aegerion shareholders will be able to
obtain the registration statement, joint proxy statement/circular and prospectus, as well as other filings containing information about Aegerion, QLT and the proposed transaction, free of charge, at the website maintained by the SEC at
www.sec.gov
and, in QLTs case, also on the SEDAR website maintained by the Canadian Securities Administrators (CSA) at
www.sedar.com
. Aegerion shareholders may also obtain these documents, free of charge, from
Aegerions website (
www.aegerion.com
) under InvestorsFinancial InformationSEC Filings or by directing a request to Aegerions Secretary at Aegerion Pharmaceuticals, Inc., One Main Street, Suite 800,
Cambridge, MA 02142. QLT shareholders may also obtain these documents, free of charge, from QLTs website at
www.QLTinc.com
under InvestorsSecurities FilingsProxy 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.
Participants in
the Solicitation
The respective directors and executive officers of Aegerion and QLT and other persons may be deemed to be
participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Aegerions directors and executive officers is available or incorporated by reference in its Annual Report on Form 10-K filed with
the SEC on March 15, 2016, and information regarding QLT directors and executive officers is available in its Annual Report on Form 10-K filed with the SEC and the CSA on February 25, 2016, as amended by its Annual Report on
Form 10-K/A filed with the SEC and the CSA on April 29, 2016. 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 registration statement, joint proxy statement/circular and other relevant materials to be filed with the SEC and the CSA.
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.
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QLT INC.
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By:
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/s/ W. Glen Ibbott
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Name:
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W. Glen Ibbott
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Title:
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Chief Financial Officer
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Date: November 1, 2016
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