Auxilium Pharma To Merge With QLT

(RTTNews) - Auxilium Pharmaceuticals, Inc. (AUXL) and QLT Inc. (QLTI, QLT.TO) said Thursday that they have entered into a definitive agreement under which Auxilium plans to merge with QLT.

Under the deal, a wholly-owned subsidiary of QLT will be merged with and into Auxilium. QLT will remain incorporated in British Columbia, Canada , and will be renamed "New Auxilium."

Current shareholders of Auxilium will receive 3.1359 QLT shares for each Auxilium share, subject to certain adjustments. For QLT shareholders, the transaction represents a 25% premium based on a calculation of the closing NASDAQ stock prices of Auxilium and QLT on June 25.

When completed, Auxilium shareholders will own about 76% of the combined entity on a fully diluted basis, and current QLT shareholders will own about 24%, subject to certain adjustments.

The combined organization will be led by Auxilium's current leadership team and will maintain Auxilium's current offices in Chesterbrook, Pennsylvania . All current Auxilium directors are expected to join the merged company's board, joined by two current QLT directors.

Auxilium does not expect any material changes to its current U.S. operations or employment as a result of the deal, and expects to grow its presence in both the U.S. and Canada .

Shares of the combined company are expected to trade on NASDAQ and QLT is expected to be delisted from the Toronto Stock Exchange.