New User:

-or-
Username:
Password:
Forgot your password?

Stock Market & Financial Investment News

News For QLTI From The Last 14 Days
Sign up for a free trial to see the rest of the stories you've been missing.
September 4, 2015
17:29 EDTQLTIInSite Vision says 35c per share unsolicited offer a 'company superior proposal'
InSite Vision (INSV) announced that InSite's Board of Directors has determined that the previously announced unsolicited offer from a global pharmaceutical company to acquire all outstanding shares of InSite Vision common stock at 35c per share in an all-cash transaction constitutes a "Company Superior Proposal" as defined in InSite's previously announced definitive agreement with QLT Inc.(QLTI) dated as of August 26. Under the terms of the QLT merger agreement, QLT would acquire InSite in a primarily all-stock transaction in which shareholders of InSite will receive 0.078 QLT shares for each InSite Vision share they hold, subject to a collar arrangement that would limit the minimum value payable for each share to $0.25, with a maximum value payable for each share of $0.30. After the Bidder had favorably concluded its independent due diligence regarding the recently filed BromSite patent lawsuit, InSite Vision convened a special board meeting on Friday, September 4, in which the InSite Board of Directors determined, in good faith and after consultation with its independent financial and legal advisors, that the Bidder's unsolicited offer of $0.35 per share in cash is a Company Superior Proposal, as such term is defined in the QLT merger agreement. The Bidder supplemented its proposal with a definitive merger agreement and definitive loan documents that the Bidder has indicated it is prepared to execute upon InSite's termination of the QLT merger agreement. InSite has notified QLT of the InSite Board of Directors' determination and will engage in discussions with the Bidder. InSite is required, and intends to, negotiate in good faith with QLT until 5:00 p.m. Pacific Time on Thursday, September 10, to allow QLT the opportunity to amend its merger agreement such that the Bidder's proposal will no longer constitute a Company Superior Proposal. InSite is not permitted to enter into the Bidder's merger agreement or to change its recommendation in favor of the QLT transaction unless, at the end of the Negotiation Period, the InSite Vision Board of Directors has determined that the Bidder's offer continues to be a Company Superior Proposal. The Bidder has stated that its offer will remain outstanding until the expiration of the Negotiation Period and any additional days thereafter necessary for the Bidder and InSite to enter into the definitive agreements provided by the Bidder. Under the QLT merger agreement, InSite would be required to pay a $2,667,000 termination fee to QLT if the InSite Board of Directors terminates the QLT merger agreement in favor of an agreement with the Bidder. The Bidder has agreed to pay the termination fee to QLT on InSite's behalf in such event. InSite would be required to repay the Bidder for the QLT termination fee under specified circumstances in which InSite would be required to pay a termination fee to the Bidder in connection with a termination of the Bidder's merger agreement. At this time, InSite remains subject to the QLT merger agreement and the InSite Board of Directors has not changed its recommendation in support of the QLT transaction, the existing QLT merger agreement, or its recommendation that InSite's stockholders adopt the QLT merger agreement. There can be no assurance that a transaction with the Bidder will result from the Bidder's offer, or that any other transaction will be consummated. There can be no assurance that QLT will seek to negotiate with InSite or will make a revised offer.
September 3, 2015
18:46 EDTQLTIQLT Inc. says InSite has received second unsolicited offer
Subscribe for More Information
August 27, 2015
08:37 EDTQLTIQLT Inc., InSite Vision agree on amended, restated merger agreement
Subscribe for More Information
08:31 EDTQLTIInsite Vision, QLT amend merger agreement
Subscribe for More Information

Sign up for a free trial to see the rest of the stories you've been missing.
I agree to the theflyonthewall.com disclaimer & terms of use