QLT Inc. (NASDAQ:QLTI) (TSX:QLT) ("QLT" or the "Company") announced
today that it has agreed to revised terms regarding its previously
announced agreement to provide equity financing in the amount of
US$45 million in connection with the pending merger transaction
between POZEN Inc. (Nasdaq:POZN) ("POZEN") and Tribute
Pharmaceuticals Canada Inc. (TSX VENTURE:TRX) (OTCQX:TBUFF)
("Tribute"). The revised terms were agreed to in connection with
changes to the merger transaction announced earlier today by POZEN
and Tribute.
Under the revised terms, QLT will provide $45 million of equity
financing and, as a result of the merger transaction, will receive
shares in Aralez Pharmaceuticals Inc. ("Aralez"), the Canadian
parent company resulting from the POZEN - Tribute merger
transaction. QLT will invest the US$45 million in Tribute
immediately prior to closing of the transaction at a price per
share equal to (a) the lesser of (i) $7.20, and (ii) a five percent
(5%) discount off the five day volume weighted average price
("VWAP") per share of POZEN common stock, calculated over the five
trading days immediately preceding the date of closing, not to be
less than $6.25, multiplied by (b) .1455 (the conversion ratio). In
the event any of POZEN, Tribute or Aralez announce a material event
(other than results of any shareholder meeting) during the ten day
period immediately preceding closing, the VWAP lookback period will
be reduced from five days to two days. Under the terms of the
original share subscription agreement announced on June 8, 2015,
QLT and the other co-investors had agreed to pay $7.20 per share of
Aralez. The merger transaction and the equity financing are
expected to close in the first quarter of 2016. Upon closing,
Aralez is expected to trade on the NASDAQ and TSX.
As previously announced, QLT intends to distribute the Aralez
shares that it receives from the investment to its shareholders by
way of a reduction of the paid up capital on QLT's common shares.
In connection with that distribution, QLT shareholders will be
given the opportunity to elect to receive, in lieu of those shares,
up to an aggregate of $15 million in cash.
"We are pleased that Tribute and POZEN have reconfirmed their
commitment to combine their strengths to create a commercial-stage,
Canadian-domiciled, specialty pharmaceutical company led by an
exceptional executive management team who has consistently created
significant shareholder value at four public companies. QLT's
unique role in this merger has enabled us to lead a co-investment
syndicate of leading healthcare investors, including Deerfield,
Broadfin Capital LLC and JW Asset Management, LLC, in this
compelling investment opportunity. We continue to believe that the
investment in Aralez allows QLT the opportunity to return capital
to our shareholders in a prudently tax efficient manner and also
provides our shareholders with the creative option of either near
term liquidity or participation in the exciting future of Aralez,"
said Jason M. Aryeh, Chairman of QLT.
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.
About POZEN
POZEN is a specialty pharmaceutical company that has
historically focused on developing novel therapeutics for unmet
medical needs and licensing those products to other pharmaceutical
companies for commercialization. By utilizing a unique in-source
model and focusing on integrated therapies, POZEN has successfully
developed and obtained FDA approval of two self-invented products.
Funded by these milestones/royalty streams, POZEN has created a
portfolio of cost-effective, evidence-based integrated aspirin
therapies designed to enable the full power of aspirin by reducing
its GI damage.
POZEN's common stock is traded under the symbol "POZN" on The
NASDAQ Global Market. For more detailed company information, please
visit www.pozen.com.
About Tribute
Tribute is a specialty pharmaceutical company with a primary
focus on the acquisition, licensing, development and promotion of
healthcare products in Canada and the U.S. markets.
Tribute markets Cambia® (diclofenac potassium for oral
solution), Bezalip® SR (bezafibrate), Soriatane® (acitretin),
NeoVisc® (1.0% sodium hyaluronate solution) Uracyst® (sodium
chondroitin sulfate solution 2%), Fiorinal®, Fiorinal® C, Visken®,
Viskazide®, Collatamp® G, Durela®, Proferrin®, Iberogast®,
MoviPrep®, Normacol®, Resultz®, Pegalax®, Balanse®, Balanse® Kids,
Diaflor™, Mutaflor®, and Purfem® in the Canadian market.
Additionally, NeoVisc® and Uracyst® are commercially available and
are sold globally through various international partnerships.
Tribute also has the U.S. rights to Fibricor® and its related
authorized generic. In addition, it has the exclusive U.S. rights
to develop and commercialize Bezalip® SR in the U.S. and has the
exclusive right to sell Bilastine, a product licensed from Faes
Farma for the treatment of allergic rhinitis and chronic idiopathic
urticaria (hives), in Canada. The exclusive license is inclusive of
prescription and non-prescription rights for Bilastine, as well as
adult and pediatric presentations in Canada. This product is
subject to receiving Canadian regulatory approval.
Tribute's common shares are traded on the TSX Venture Exchange
under the symbol "TRX" and on the OTCQX International under the
symbol "TBUFF". For more detailed company information, please visit
www.tributepharma.com.
Important Information For Investors And
Shareholders
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. In connection with the transactions
referred to in this material, QLT expects to file a proxy statement
with the Securities and Exchange Commission ("SEC"). This material
is not a substitute for the proxy statement or for any other
document that QLT may file with the SEC and send to QLT's
shareholders in connection with the proposed transaction. INVESTORS
AND SECURITY HOLDERS OF QLT ARE URGED TO READ THE PROXY STATEMENT
AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Investors and security holders will be able
to obtain free copies of the proxy statement (when available) and
other documents filed with the SEC by QLT through the website
maintained by the SEC at http://www.sec.gov and also on the System
for Electronic Document Analysis Retrieval ("SEDAR") website
maintained by the Canadian Securities Administrators at
www.sedar.com. QLT stockholders may also obtain these documents,
free of charge, from QLT's 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.
QLT and certain of its directors and executive officers may be
considered participants in the solicitation of proxies with respect
to the proposed transaction under the rules of the SEC. Information
about the directors and executive officers of QLT is set forth in
its Annual Report on Form 10-K for the year ended December 31,
2014, which was filed with the SEC on February 26, 2015. This
document can be obtained free of charge from the sources indicated
above. Additional information regarding the participants in the
proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will also be included
in any proxy statement and other relevant materials to be filed
with the SEC when they become available.
Cautionary Statement Regarding Forward-Looking
Statements
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 concerning the proposed closing of
the combination of Tribute and POZEN under Aralez, the proposed
investment in Aralez and the subsequent distribution of the Aralez
shares (or cash in lieu) to QLT shareholders, the intention of
certain co-investors to provide a $15 million backstop for those
QLT shareholders who elect to receive cash in lieu of Aralez shares
(subject to proration) and the availability of certain liquidity
events for shareholders (collectively, the "Proposed Transactions")
including any statements regarding the expected timetable for
completing the Proposed Transactions, the effect of the Proposed
Transactions on QLT and the QLT shares, the future potential of
Aralez and any other statements regarding QLT's future
expectations, beliefs, plans, objectives, financial conditions,
assumptions or future events or performance that are not historical
facts are "forward-looking" statements made within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. 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," "estimated," "aim," "on track,"
"target," "opportunity," "tentative," "positioning," "designed,"
"create," "predict," "project," "seek," "would," "could,"
"potential," "continue," "ongoing," "upside," "increases," and
"potential" and similar expressions. All such forward-looking
statements involve estimates and assumptions that are subject to
risks, uncertainties and other factors that could cause actual
results to differ materially from the results expressed in the
statements. Among the key factors that could cause actual results
to differ materially from those projected in the forward-looking
statements are the following: the timing to consummate the Proposed
Transactions; the risk that a condition to closing the Proposed
Transactions may not be satisfied; the risk that POZEN or Aralez
stock price could decline; and uncertainties relating to QLT's
development plans, timing and results of the clinical development
and commercialization of QLT's products and technologies.
Additional information concerning these and other factors can be
found in QLT's filings with the SEC, including QLT's most recent
Annual Reports 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.
CONTACT: 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
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