QLT Inc and Atrix Laboratories, after unanimous approval by the boards of directors of both companies, have signed a definitive agreement, for QLT to acquire 100 per cent of Atrix's common stock for approximately $855 million in stock and cash, taking a significant step toward becoming a fully-integrated, biopharmaceutical company, a company release said.
In the transaction Atrix shareholders will receive one common share of QLT and $14.61 in cash for each share of Atrix common stock. The transaction offer value is approximately $855 million and the transaction value net of Atrix's cash is $751 million. Atrix shareholders will own approximately 23 per cent of the combined entity and QLT shareholders will own approximately 77 per cent.
QLT has established a strong franchise in ocular disease and a growing focus in other therapeutic areas including dermatology, oncology and urology - a strong complementary fit with Atrix's therapeutic focus. With this transaction, both QLT and Atrix take a significant step toward fulfilling their strategic objectives.
The combined entity would diversify its revenue base and product portfolio with two lead marketed products, Visudyne for age-related macular degeneration (AMD) and Eligard for prostate cancer.
Their union is expected to deliver multiple clinical milestones near term from combined pipeline and further strengthen its revenue base with the expanding dermatology business. It would strengthen the commitment to internal product/pipeline development and R&D initiatives with 300 dedicated R&D employees.
The combined entity would leverage Atrix's novel Atrigel sustained release technology to develop next-generation protein and peptide therapeutics for systemic and ocular delivery continues to license its unique patented technologies to pharmaceutical and biotechnology companies.
"This transaction will accelerate both companies' strategic initiatives and creates a world class biopharmaceutical company with multiple partnered commercial and near commercial products, a strong and diverse revenue base, a robust pipeline and the financial resources to grow faster and create sustainable shareholder value beyond what either company might have achieved independently," said Paul Hastings, president and CEO of QLT Inc.
"We believe this merger brings together two complementary companies creating a growing revenue base of proprietary products, potential marketing opportunities, economies of scale, distribution synergies, complementary product portfolios and expanded manufacturing capabilities that ultimately should enhance shareholder value," said David R. Bethune, chairman and CEO of Atrix Laboratories. "Together, we can maximize the combined company's core technologies to develop novel products and ultimately achieve our goal of becoming a fully-integrated leading biopharmaceutical company," he added.