QLT Announces Shareholder Approval of Matters Related to Strategic Merger and Record Date for Distribution of Warrants
November 07 2016 - 5:30PM
QLT Inc. (NASDAQ:QLTI) (TSX:QLT) (“
QLT”) announced
today certain matters relating to the previously announced
transactions (the “
Transactions”) contemplated in
connection with an agreement and plan of merger dated as of June
14, 2016 (the “
Merger Agreement”) involving QLT
and Aegerion Pharmaceuticals, Inc. (“
Aegerion”).
Shareholder Approval
QLT is pleased to announce that at a special
meeting held earlier today, holders of its common shares approved
each of the three proposals considered in connection with the
Transactions, with (i) 97.70% of votes cast at the special meeting
in favour of the issuance of securities by QLT required to complete
the Transactions, (ii) 94.03% of the votes cast at the special
meeting in favour of the proposed amendments to QLT’s 2000
Incentive Stock Plan, and (iii) the following votes cast at the
special meeting, and the applicable percentages, in favour of each
of the four individuals who will serve as additional directors of
QLT, conditional and effective on completion of the merger:
Nominee |
Votes For |
% |
Votes Withheld |
% |
Mary T. Szela |
34,525,151 |
|
97.66 |
% |
825,703 |
|
2.34 |
% |
Sandford D. Smith |
28,708,885 |
|
81.21 |
% |
6,641,969 |
|
18.79 |
% |
Donald K. Stern |
34,523,092 |
|
97.66 |
% |
827,762 |
|
2.34 |
% |
Anne VanLent |
34,489,833 |
|
97.56 |
% |
861,021 |
|
2.44 |
% |
QLT has also been advised by Aegerion that at a
special meeting of stockholders held earlier today, holders of
shares of Aegerion’s common stock approved a proposal to adopt the
Merger Agreement.
Warrant Distribution
QLT is also pleased to announce that, in respect
of the previously announced record date distribution of warrants in
connection with the Transactions, shareholders of QLT who hold
common shares of QLT on November 17, 2016 will be entitled to
receive one DOJ/SEC Matter Warrant and one Class Action Lawsuit
Warrant (each as defined in QLT’s joint proxy statement dated
October 6, 2016) for each common share of QLT, such warrants to be
distributed on or around November 23, 2016.
Anticipated Closing Date
If all other conditions to the completion of the merger are
satisfied or waived, it is anticipated that the merger will be
completed on November 29, 2016.
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 web site at www.qltinc.com.
Cautionary Statements Related to Forward-Looking
Statements
Certain statements in this document may be
“forward-looking” statements within the meaning of the Private
Securities Litigation Reform Act of 1995 and may constitute
“forward looking information” within the meaning applicable
Canadian securities laws. Forward looking statements include, but
are not limited to, statements regarding the Transactions,
including the anticipated distribution date for warrants and the
anticipated closing date. These statements are often, but not
always, made through the use of words or phrases such as “believe,”
“expect,” “anticipate,” “should,” “planned,” “will,” “may,”
“intend,” “would,” “could,” and “potential,” and similar
expressions. All such forward-looking statements involve estimates
and assumptions that, although believed to be reasonable based on
information currently available to management, are subject to
risks, uncertainties and other factors that could cause actual
results to differ materially from the results expressed in the
statements. You should not place undue reliance on any such
forward-looking statements. Among the key factors that could cause
actual results to differ materially from those projected in the
forward-looking statements are the timing to consummate the
Transactions and the risk that a condition to closing the
Transactions may not be satisfied. Additional information
concerning these and other factors can be found in QLT’s filings
with the Securities and Exchange Commission and on SEDAR, including
QLT’s most recent Annual Report on Form 10-K, Quarterly Reports on
Form 10-Q and Current Reports on Form 8-K. QLT assumes no
obligation to update any forward-looking statements. Readers are
cautioned not to place undue reliance on these forward-looking
statements that speak only as of the date hereof.
QLT Inc. Contacts:
Andrea Rabney or David Pitts
Argot Partners
(212) 600-1902
andrea@argotpartners.com
david@argotpartners.com
Additional Investor Contacts:
Lawrence Dennedy / Laurie Connell
MacKenzie Partners
(800) 322-2885 (Toll Free)
(212) 929-5500 (Call Collect)
ldennedy@mackenziepartners.com
lconnell@mackenziepartners.com
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