DEFA14A 1 d361519ddefa14a.htm DEFINITIVE ADDITIONAL MATERIALS Definitive Additional Materials

 

 

UNITED STATES

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QLT INC.
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Explanatory Note: QLT Inc. issued the following press release on May 31, 2012.

 

LOGO

n e w s     r e l e a s e

QLT AFFIRMS COMMITMENT TO RETURN CAPITAL TO SHAREHOLDERS

Capital return through either a one-time cash dividend or a modified Dutch auction tender offer

 

For Immediate Release    May 31, 2012

VANCOUVER, CANADA — The Board of Directors of QLT Inc. (NASDAQ: QLTI; TSX: QLT) (“QLT” or the “Company”) today affirmed its commitment to return $75 million to $100 million in capital to shareholders.

In the Company’s press release of May 24, 2012 the Board proposed to return capital to shareholders through a modified Dutch auction tender offer of $75 million to $100 million in the third quarter of 2012. Since then the Company has received feedback from a number of its institutional and retail shareholders who have indicated a preference for a one-time cash dividend instead of a return of capital by way of a share repurchase.

After having considered the views of shareholders, the Board has determined that it is amenable to returning capital either by way of a one-time cash dividend or through a modified Dutch auction tender offer.

The Board will continue to seek comment and dialogue with its shareholders about this issue. Following the Company’s annual meeting of shareholders to be held on June 4, 2012 in Vancouver, the Company will prepare the necessary documentation to undertake the chosen return of capital.

About QLT

QLT is a biotechnology company dedicated to the development and commercialization of innovative ocular products that address the unmet medical needs of patients and clinicians worldwide. We are focused on developing our synthetic retinoid program for the treatment of certain inherited retinal diseases, developing our proprietary punctal plug delivery system, as well as U.S. marketing of the commercial product Visudyne® for the treatment of wet age-related macular degeneration.

QLT’s head office is based in Vancouver, Canada and the Company is publicly traded on NASDAQ (symbol: QLTI) and the Toronto Stock Exchange (symbol: QLT). For more information about the Company’s products and developments, please visit our web site at www.qltinc.com.

 

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QLT Inc. Contacts:

President and CEO

Bob Butchofsky

Contact: 604-707-7347

Chief Financial Officer

Cameron Nelson

Office: 604-707-7344

cnelson@qltinc.com

Investor Relations

David Climie

office: 604-707-7573

dclimie@qltinc.com

Media Relations

Karen Peterson

office: 604-707-7000 or 1-800-663-5486

kpeterson@qltinc.com

Visudyne® is a registered trademark of Novartis AG

Eligard® is a registered trademark of Sanofi S.A.

QLT Inc. is listed on The NASDAQ Stock Market under the trading symbol “QLTI” and on The Toronto Stock Exchange under the trading symbol “QLT.”

Certain statements in this press release constitute “forward-looking statements” of QLT within the meaning of the Private Securities Litigation Reform Act of 1995 and constitute “forward-looking information” within the meaning of applicable Canadian securities laws. Forward-looking statements include, but are not limited to: statements concerning the Company’s future plans, including the return of capital through a cash dividend or a modified Dutch auction tender offer and the timing for the same; and statements which contain language such as: “assuming,” “prospects,” “goal,” “future,” “will,” “projects,” “potential,” “believes,” “expects” and “outlook.” Forward-looking statements are predictions only which involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from those expressed in such statements. Many such risks, uncertainties and other factors are taken into account as part of our assumptions underlying these forward-looking statements and include, among others, the following: the risk that the current Board of QLT will not be re-elected at the upcoming annual meeting of shareholders in order to implement a return of capital to shareholders as described herein; risks and uncertainty on the impacts that QLT’s initiatives will have on the market price of our securities; uncertainties relating to the timing and results of the clinical development and commercialization of our products and technologies (including, but not limited to, our punctal plug technology and synthetic retinoid program); assumptions related to continued enrollment trends, efforts and success, and the associated costs of these programs; outcomes for our clinical trials (including our punctal plug technology and our synthetic retinoid program) may not be favorable or may be less favorable than interim/preliminary results and/or previous trials; there may be varying interpretations of data produced by one or more of our clinical trials; the timing, expense and uncertainty associated with the regulatory approval process for products to advance through development stages; risks and uncertainties associated with the safety and effectiveness of our technology; risks and uncertainties related to the scope, validity, and enforceability of our intellectual property rights and the impact of patents and other intellectual property of third parties; the Company’s future operating results are uncertain and likely to fluctuate; currency fluctuations; the risk that sales of Visudyne® or Eligard® may be less than expected (including due to competitive products and pricing); and general economic conditions and other factors described in detail in QLT’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other filings with the U.S. Securities and Exchange Commission and Canadian securities regulatory authorities. Forward-looking statements are based on the current expectations of QLT and QLT does not assume any obligation to update such information to reflect later events or developments except as required by law.

 

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Additional Information and Where to Find It

On April 26, 2012, QLT Inc. filed a definitive proxy statement with the Securities and Exchange Commission in connection with its 2012 Annual Meeting of Shareholders. SHAREHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT, WHICH CONTAINS IMPORTANT INFORMATION. You may obtain the definitive proxy statement as well as other relevant documents, free of charge, at the website maintained by the SEC at www.sec.gov. Copies of the proxy statement and other filings made by the company with the SEC can also be obtained, free of charge, at www.qltinc.com.

 

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