InSite Vision Enter Into Merger Deal With Sun Pharma

(RTTNews) - InSite Vision Inc. (INSV) said Tuesday that it and a subsidiary of Sun Pharmaceutical Industries Ltd. have entered into a merger agreement under which an indirect wholly owned subsidiary of Sun Pharma will acquire InSite in an all-cash deal for $0.35 per share, or about $48 million in aggregate equity value, on a fully diluted basis.

The deal has been approved by the boards of directors of both InSite and the Sun Pharma subsidiary, and will be completed by means of a tender offer.

InSite also said that it has terminated its previously announced second amended and restated merger agreement with QLT Inc. (QLTI, QLT.TO). Following discussion with both Sun Pharma and QLT, and in consultation with its outside legal and financial advisors, the InSite Board of Directors determined that the Sun Pharma deal represented a company superior proposal under the QLT merger agreement. In connection with InSite's termination of the QLT merger agreement, InSite was required to pay a $2,667,000 termination fee to QLT. The Sun Pharma subsidiary has paid the fee to QLT on InSite's behalf.

Under the Sun Pharma deal, an indirect wholly owned subsidiary of Sun Pharma will commence a tender offer for all outstanding shares of InSite at $0.35 per share in cash. Following completion of the tender offer, both companies will complete a merger in which InSite shares that were not tendered in the tender offer will be cancelled and converted into the right to receive $0.35 per share. InSite will separately prepare a proxy statement under which InSite will seek stockholder approval of a merger involving the indirect wholly owned subsidiary of Sun Pharma and InSite, pursuant to which all outstanding shares of InSite would be converted into the right to receive $0.35 per share.

If the merger agreement is terminated under specified circumstances, InSite will be obligated to pay the Sun Pharma subsidiary a termination fee of $2,667,000 to reimburse it for the termination fee paid to QLT.

The acquisition is expected to close in the fourth quarter of 2015.