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Replies to post #194512 on Biotech Values
08/27/15 10:39 AM
The revised merger consideration will be payable in QLT common shares based on an exchange ratio equal to 0.078x of a QLT common share per share of InSite common stock, subject to two adjustment mechanisms. First, the merger consideration will include a "collar" mechanism, which provides that the exchange ratio will be adjusted so that the value to be received per share of InSite common stock (based upon the volume weighted average price per share of the QLT common shares for the fifteen (15) trading day period prior to the closing of the merger) will not be less than $0.25 nor greater than $0.30. Second, the merger consideration will also cap the maximum number of QLT shares to be issued in connection with the merger at 19.9% of QLT's total outstanding shares. In the event the number of QLT shares to be issued in connection with the merger would otherwise exceed this 19.9% threshold, the remaining merger consideration otherwise owed to the shareholders of InSite will be paid pro rata in cash.
The revised exchange ratio of 0.078x of a QLT common share per share of InSite common stock represents an increase from the original exchange ratio of 0.048x announced on June 8, 2015. In return for the increased value to shareholders, the termination fee payable by InSite Vision to QLT has been increased to $2,667,000.
The Amended and Restated Merger Agreement was approved by the Boards of Directors of both companies.
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