QLT To Buy InSite Vision

(RTTNews) - QLT Inc. (QLTI, QLT.TO) said Monday that it has signed definitive agreements on multiple separate transformative transactions and will be returning capital to shareholders.

QLT said it has agreed to buy InSite Vision Inc. (INSV) for $0.178 per share in an all-stock deal to create a diversified, pure-play, late-stage ophthalmic pharmaceutical company well equipped to advance QLT's existing Phase III-ready Retinoid Program and the multiple additional late-stage assets acquired in the deal.

Under the deal, InSite Vision shareholders will receive 0.048 common shares of QLT for each common share of InSite Vision they own, which equates to a value of $0.178 per InSite Vision share based on QLT's closing share price of $3.71 on June 5.

The company will continue to be well-capitalized and, following the InSite Acquisition, will have about $70 million pro forma cash balance, including newly invested capital from blue-chip healthcare investors Broadfin Capital, LLC, JW Asset Management, LLC and EcoR1 Capital LLC.

The deal is expected to close in the third quarter of 2015.

The company said it will retain its Nasdaq and Toronto Stock Exchange listings and will continue to be headquartered in Canada.

QLT also said it has agreed to make a $45 million equity investment in Aralez Pharmaceuticals plc, an Irish-domiciled company to be created by a deal announced earlier Monday that combines Tribute Pharmaceuticals Canada Inc. (TRX.V) and POZEN, Inc. (POZN).

In return for its $45 million investment, QLT will receive ordinary shares in Aralez representing an about 9% ownership stake. Following the closing of the InSite Acquisition, QLT plans to distribute the Aralez shares to QLT shareholders by way of a reduction of the paid-up capital on QLT's common shares.

Following QLT's acquisition of InSite Vision and Aralez shares, QLT plans to return an additional $25 million to QLT shareholders by issuing redeemable convertible notes.