InSite Vision Inc. (fka INSV)

[sunspotter]

"InSite Vision Receives Second Unsolicited Acquisition Proposal for $0.35 per Share From a Global Pharmaceutical Company

(Ref: Business Wire)
September 3rd, 2015


ALAMEDA, Calif.--(BUSINESS WIRE)-- InSite Vision Inc. (OTCBB:INSV) today announced that the Company has received a second unsolicited proposal from a global pharmaceutical company to acquire all outstanding shares of InSite Vision common stock at an increased price of $0.35 per share in cash. The proposal is only subject to due diligence regarding the recently filed BromSite™ patent lawsuit. InSite Vision believes the lawsuit is without merit.

InSite Vision is party to a merger agreement with QLT Inc. pursuant to which QLT would acquire InSite Vision in a transaction in which InSite Vision's stockholders would receive 0.078 QLT shares for each share of InSite Vision stock, subject to a collar arrangement that would limit the maximum value of each share to $0.30, with a minimum value of each share of $0.25.

Consistent with its fiduciary duties and in accordance with its existing merger agreement with QLT, InSite Vision's Board of Directors, in consultation with its financial and legal advisors, will carefully review all aspects of the new proposal and pursue the course of action that it believes is in the best interests of InSite Vision's stockholders. InSite Vision stockholders do not need to take any action at this time.

InSite Vision remains subject to its existing merger agreement with QLT, and the InSite Vision Board of Directors has not changed its recommendation in support of the QLT transaction, the existing merger agreement with QLT or its recommendation that InSite Vision stockholders adopt the existing merger agreement with QLT.

Guggenheim Securities, LLC is acting as financial advisor to InSite Vision, Roth Capital Partners provided an independent fairness opinion and Jones Day is acting as legal advisor to InSite Vision.

About InSite Vision

InSite Vision is advancing new specialty ophthalmic products for the treatment of diseases affecting the front and back of the eye. The company has two commercial products based on its innovative DuraSite® platform approved for the treatment of bacterial eye infections, AzaSite® (azithromycin ophthalmic solution) 1%, marketed in the U.S. by Akorn, Inc., and Besivance® (besifloxacin ophthalmic suspension) 0.6%, marketed by Bausch + Lomb, a wholly owned subsidiary of Valeant Pharmaceuticals International. InSite has a proprietary portfolio of clinical-stage product candidates, and has filed a New Drug Applications for commercial approval by the U.S. Food and Drug Administration of BromSite™ for the treatment of inflammation and prevention of pain associated with cataract surgery, and is preparing a New Drug Application for DexaSite™ for the treatment of blepharitis, and for treatment of inflammation associated with cataract surgery. InSite's AzaSite Plus™ is advancing through Phase 3 clinical studies for the treatment of blepharitis, and ISV-101 is ready for Phase 1/2 clinical development for the treatment of severe dry-eye disease due to inflammation. For further information on InSite Vision, please visit www.insitevision.com.

No Offer or Solicitation

This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

Additional Information

In connection with the proposed merger of InSite Vision and QLT, QLT filed with the U.S. Securities and Exchange Commission (SEC) a Registration Statement on Form S-4 that includes a preliminary proxy statement of InSite Vision and that also constitutes a preliminary prospectus of QLT (the Form S-4). The Form S-4 has not yet been declared effective by the SEC and is not complete and will be further amended. InSite Vision plans to mail the definitive proxy statement/prospectus to its stockholders when it becomes available. INVESTORS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THOSE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the definitive proxy statement/prospectus (when available) and other documents filed with the SEC by QLT or InSite Vision through the website maintained by the SEC at www.sec.gov and, in QLT's case, also on the System for Electronic Document Analysis Retrieval (SEDAR) website maintained by the Canadian Securities Administrators at www.sedar.com. Copies of the documents filed with the SEC by InSite Vision will be available free of charge on InSite Vision's website at www.InSiteVision.com or by contacting InSite Vision at 510-747-1220.

Participants in the Merger Solicitation

QLT, InSite Vision, their respective directors and certain of their executive officers and employees may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the QLT and InSite Vision shareholders in connection with the proposed merger and a description of their direct and indirect interests, by security holdings or otherwise, will be set forth in the proxy statement/prospectus when it is filed with the SEC. Information about the directors and executive officers of QLT is set forth in its Annual Report on Form 10-K/A, which was filed with the SEC on April 30, 2015. Information about the directors and executive officers of InSite Vision is set forth in its proxy statement for its 2015 annual meeting of shareholders, which was filed with the SEC on February 19, 2015. These documents can be obtained free of charge from the sources indicated above."

http://www.businesswire.com/news/home/20150903006483/en/