US-based Auxilium Pharmaceuticals has entered into a definitive agreement to merge with Canadian biotechnology company QLT.
Under the terms of the agreement, a wholly owned subsidiary of QLT will be merged with and into Auxilium. QLT said that the company will remain incorporated in British Columbia, Canada, and will be renamed New Auxilium.
Auxilium’s current shareholders will receive 3.1359 QLT shares for each Auxilium share, subject to certain adjustments, and will own approximately 76% of the combined entity on a fully diluted basis when the merger is completed.
Current QLT shareholders will own approximately 24% of the combined entity, subject to certain adjustments, after the merger is complete.
As a result of the merger with QLT, Auxilium anticipates to have an expanded corporate platform that includes focused investments in research and development and the continued pursuit of new products and M&A due to cost and tax synergies.
Auxilium and QLT also intend to continue pursuing a potential partnering agreement for QLT’s promising late-stage retinoid programme.
Auxilium president and CEO Adrian Adams said: "We are creating what we believe is a more competitive and efficient platform to capitalise on greater market opportunities and position Auxilium to deliver meaningful value for shareholders, while enhancing our ability to invest in and offer innovative products that make a difference in the lives of underserved patients."
Auxilium’s current leadership team will lead the combined company and will maintain the company’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.