Auxilium/QLT

Documents
(SEDAR filing: 4 August 2014) S-4 of QLT Inc. ("QLT") respecting its merger with Auxilium Pharmaceuticals, Inc. (Auxilium"). Skadden (Aux.-US) (2378 K).
Summaries
Summary Under
Tax Topics - Public Transactions - Other - Continuances/Migrations - Inversions
Merger of QLT and Auxilium in inversion transaction
Overview

To effect the combination of Auxilium and QLT, AcquireCo, an indirect wholly owned subsidiary of QLT, will be merged with and into Auxilium (the "merger"). Auxilium will be the surviving corporation and, through the merger, will become an indirect wholly owned subsidiary of QLT ("New Auxilium"). Auxilium stockholders will receive a fixed ratio of 3.1359 QLT common shares for each Auxilium common share. The equity exchange ratio may be increased by up to 0.0962 QLT common shares depending on the aggregate cash consideration (if any) received by QLT or its subsidiary at or immediately after the merger effective time in respect of any sale or licence of QLT's synthetic retinoid product in development. QLT shareholders will continue to own their existing QLT common shares after the merger. Upon the closing, current QLT shareholders and former Auxilium stockholders will own approximately 24% and 76% of the combined company on a fully diluted basis, so that it is anticipated that Code s. 7874 will not deem New Auxilium to be a U.S. corporation.

See full summary under Mergers & Acquisitions – Cross-Border Acquisitions – Inbound – Reverse Takeovers.