Date: 2016-11-29
Type of information: Company acquisition
Acquired company: Aegerion Pharmaceuticals (USA - MA)
Acquiring company: QLT (Canada), now Novelion Therapeutics (Canada)
Amount:
Terms: * On November 29, 2016, Aegerion Pharmaceuticals and QLT announced the completion of their merger transaction, as a result of which Aegerion is now an indirect wholly-owned subsidiary of QLT. In conjunction with the closing of the merger, QLT changed its name to Novelion Therapeutics. Novelion's common shares will begin trading on The NASDAQ Global Select Market under the symbol NVLN as of market open on November 30, 2016 and on the Toronto Stock Exchange under the symbol NVLN as of market open on or about December 1, 2016. * On June 15, 2016, Aegerion Pharmaceuticals and QLT announced that they have entered into a definitive merger agreement under which Aegerion will be merged with a wholly owned indirect subsidiary of QLT. Upon completion of the proposed merger, each outstanding share of Aegerion common stock will be exchanged for 1.0256 shares of QLT common stock. QLT plans to change its name upon the closing of the proposed transaction to Novelion Therapeutics and its common shares will trade on the NASDAQ Global Select Market and the Toronto Stock Exchange. The proposed transaction, which has been approved by the Boards of Directors of both companies, is expected to close late in the third quarter or during the fourth quarter of 2016, subject to approval by shareholders representing a majority of the outstanding common stock of each of QLT and Aegerion as well as other closing conditions. Following the close of the transaction, Novelion is expected to have its principal headquarters in Vancouver, British Columbia, where QLT is currently located, with business operations in Cambridge, Massachusetts.
In conjunction with the closing of the merger, a broad-based investor syndicate, including Deerfield, Armistice Capital, Broadfin Capital, Healthcare Value Capital, JW Asset Management, K2 & Associates Investment Management, Sarissa Capital, Jason Aryeh, and Tiger Legatus Capital Management, invested approximately $22 million in QLT. Novelion has an unrestricted cash balance of over $100 million to support future operations and potential targeted business development initiatives.
Novelion will operate mainly under the leadership of Aegerion's management team prior to the merger, including Mary Szela as Chief Executive Officer, Gregory Perry as Chief Financial and Administrative Officer, and John Orloff as Executive Vice President, Head of Research and Development. The newly constituted Board of Directors is comprised of ten members - four Aegerion designees, four QLT designees, one designee from Broadfin Capital and one designee from Sarissa Capital Management.
The Board of Directors of Novelion will be comprised of ten members, including four QLT designees, four Aegerion designees and two shareholder representatives, one from Broadfin Capital and the other from Sarissa Capital. For a period of time that expires shortly after Novelion's 2017 annual shareholder meeting, Sarissa Capital also has the right to designate an additional director to the Novelion Board.
Following completion of the proposed merger, QLT shareholders, including the Investors, who are investing in QLT immediately prior to closing, are expected to own approximately 67% and current Aegerion shareholders will own approximately 33% of Novelion's common shares.
Concurrent with signing, Aegerion and QLT have entered into a loan agreement under which QLT has agreed to loan Aegerion up to $15 million for working capital. Aegerion will borrow $3 million in connection with execution of the Merger Agreement and may borrow up to $3 million per month in subsequent months, subject to certain conditions, if and to the extent such amounts are necessary in order for Aegerion to maintain an unrestricted cash balance of $25 million.
In addition to shareholder approval, the merger is subject to stock exchange approvals and other closing conditions, including, among others, regulatory approval and completion of a specified minimum of the private placement in QLT by the Investors.
Greenhill & Co., LLC is acting as the exclusive financial advisor to QLT and Weil, Gotshal & Manges LLP is serving as QLT's legal counsel. J.P. Morgan is acting as the exclusive financial advisor to Aegerion and Ropes & Gray LLP is serving as Aegerion's legal counsel.
Details: A broad-based investor syndicate comprised of both new investors and existing shareholders of both companies has committed to invest approximately $22 million in QLT and to vote in favor of the proposed transaction. This investment would be funded immediately prior to the transaction close and is expected to provide Novelion with additional capital to support future operations and the potential opportunity for targeted business development initiatives. Assuming completion of the proposed merger by the end of the third quarter of 2016, Novelion is expected to have an unrestricted cash balance of over $100 million.
The proposed merger is expected to create a strong, rare disease-focused global biopharmaceutical company with a diversified portfolio consisting of Aegerion's two commercially branded products, Juxtapid® (lomitapide) capsules and Myalept® (metreleptin), and QLT's QLT091001 (zuretinol acetate), a Phase 3-ready Ultra-Orphan Fast Track and Orphan Drug designated asset being developed for the treatment of Inherited Retinal Disease caused by underlying mutations in RPE65 or LRAT genes, which indication comprises Leber congenital amaurosis and retinitis pigmentosa.
QLT is developing a synthetic retinoid product candidate (Zuretinol acetate) for the potential treatment of Inherited Retinal Disease caused by underlying mutations in RPE65 or LRAT genes (IRD) that prevent adequate functioning of the retinoid cycle, which indication comprises Leber congenital amaurosis and retinitis pigmentosa. Zuretinol acetate is expected to advance to Phase 3 clinical trials in the third quarter of 2016 and has Orphan Drug designation from both FDA and EMA, as well as FDA Fast Track designation. As an oral product, Zuretinol acetate is being studied for its potential to treat the retinas of both eyes simultaneously. If approved, QLT believes it is possible to achieve first-line positioning in the treatment of IRD.
Related:
