News release
QLT CALLS SPECIAL MEETING OF ITS SHAREHOLDERS IN CONNECTION WITH ARALEZ PHARMACEUTICALS TRANSACTION
Provides Update on Return of Capital
For Immediate Release December 28, 2015
VANCOUVER, CANADA — QLT Inc. (NASDAQ:QLTI) (TSX:QLT) (“QLT”) today announced that it has called a special meeting of its shareholders (the “Special Meeting”) to approve a reorganization of its share capital pursuant to a statutory plan of arrangement (the “Share Reorganization”). As discussed below, if approved, the Share Reorganization is expected to permit QLT to distribute common shares of Aralez Pharmaceuticals Inc. (“Aralez”) to QLT shareholders in a tax efficient manner. It is anticipated that the Special Meeting will be held on February 11, 2016, in Vancouver, Canada.
Further to QLT’s press releases issued on June 8, 2015 and December 7, 2015, QLT has agreed to make an equity investment of US$45 million in Aralez, which will be a newly formed company resulting from the pending merger transaction between POZEN Inc. (NASDAQ: POZN) (“POZEN”) and Tribute Pharmaceuticals Canada Inc. (TSX VENTURE:TRX) (OTCQX:TBUFF) (“Tribute”). The POZEN - Tribute merger transaction and QLT’s equity financing in Aralez are expected to close in the first quarter of 2016. Upon closing, Aralez common shares are expected to trade on the NASDAQ and TSX.
As part of the Share Reorganization, following its acquisition of Aralez common shares QLT intends to distribute such shares to its shareholders. In connection with that distribution, QLT has made arrangements with third parties so that QLT shareholders will be given the opportunity to elect to receive, in lieu of Aralez shares, up to an aggregate of $15 million in cash, subject to pro ration among the shareholders. Details of the distribution of the Aralez common shares under the Share Reorganization and certain anticipated tax consequences of such distribution will be contained in the Proxy Statement to be prepared by QLT and mailed to its shareholders in connection with the Special Meeting.
QLT also confirms that the board of directors of QLT has further considered and determined that in light of the termination of the merger with InSite Vision Incorporated (“InSite”) and other factors, it is not in the best interests of QLT at this time to issue to QLT’s shareholders up to $25 million of redeemable convertible notes. The issuance of the notes had been previously contemplated and announced by QLT on June 8, 2015 in connection with its proposed merger with InSite and had been subject to certain conditions, including a formal approval of the notes by the board.