QLT, Inc. (QLTI) Shareholders Approve Aegerion Pharmaceuticals Merger

November 8, 2016 5:56 AM EST

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QLT Inc. (NASDAQ: QLTI) announced certain matters relating to the previously announced transactions contemplated in connection with an agreement and plan of merger dated as of June 14, 2016 involving QLT and Aegerion Pharmaceuticals, Inc.

Shareholder Approval

QLT is pleased to announce that at a special meeting held earlier today, holders of its common shares approved each of the three proposals considered in connection with the Transactions, with (i) 97.70% of votes cast at the special meeting in favour of the issuance of securities by QLT required to complete the Transactions, (ii) 94.03% of the votes cast at the special meeting in favour of the proposed amendments to QLT’s 2000 Incentive Stock Plan, and (iii) the following votes cast at the special meeting, and the applicable percentages, in favour of each of the four individuals who will serve as additional directors of QLT, conditional and effective on completion of the merger:

NomineeVotes For%Votes Withheld%
Mary T. Szela34,525,151 97.66%825,703 2.34%
Sandford D. Smith28,708,885 81.21%6,641,969 18.79%
Donald K. Stern34,523,092 97.66%827,762 2.34%
Anne VanLent34,489,833 97.56%861,021 2.44%

QLT has also been advised by Aegerion that at a special meeting of stockholders held earlier today, holders of shares of Aegerion’s common stock approved a proposal to adopt the Merger Agreement.

Warrant Distribution

QLT is also pleased to announce that, in respect of the previously announced record date distribution of warrants in connection with the Transactions, shareholders of QLT who hold common shares of QLT on November 17, 2016 will be entitled to receive one DOJ/SEC Matter Warrant and one Class Action Lawsuit Warrant (each as defined in QLT’s joint proxy statement dated October 6, 2016) for each common share of QLT, such warrants to be distributed on or around November 23, 2016.

Anticipated Closing Date

If all other conditions to the completion of the merger are satisfied or waived, it is anticipated that the merger will be completed on November 29, 2016.



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