QLT Reaffirms Merger Deal With Auxilium

(RTTNews) - Canadian biotechnology company QLT Inc (QLTI, QLT.TO) Wednesday reaffirmed its merger agreement with Auxilium Pharmaceuticals Inc (AUXL). This comes in the wake of Auxilium receiving an unsolicited $2.2 billion offer from Endo International plc (ENDP, ENL.TO) to acquire all of the shares of Auxilium.

Auxilium has advised QLT that its board is reviewing the Endo proposal, and has not withdrawn, modified, withheld, changed or qualified its recommendation with respect to the proposed merger with QLT.

Auxilium also said it has adopted a one-year stockholder rights plan effective September 15, due to the unsolicited offer from Endo, to which QLT has consented.

In June, Auxilium and QLT entered into a definitive merger agreement. Under the deal, a subsidiary of QLT will be merged into Auxilium. QLT will remain incorporated in British Columbia, Canada , and will be renamed "New Auxilium."

Shareholders of Auxilium will receive 3.1359 QLT shares for each Auxilium share, subject to certain adjustments. On completion, Auxilium shareholders will own about 76 percent of the combined entity on a fully diluted basis, and current QLT shareholders will own the remaining 24 percent.