AEGERION PHARMACEUTICALS,INC. (NASDAQ:AEGR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive
Agreement.
On November29, 2016, Aegerion Pharmaceuticals,Inc. (the
Company) entered into a Supplemental Indenture
(theSupplemental Indenture) to the Indenture dated
August15, 2014 (the Indenture) by and between the Company
and The Bank of New York Mellon Trust Company, N.A., as Trustee.
The Company issued $325.0 million aggregate principal amount of
2.00% Convertible Senior Notes due 2019 (the Notes) to the
Indenture.
Under the terms of the Supplemental Indenture, at and after the
effective time of the merger (the Merger) between the
Company and Isotope Acquisition Corp. (MergerCo), an
indirect wholly-owned subsidiary of QLT Inc. (QLT), which
became effective on November29, 2016, theright to converteach
$1,000 principal amount of the Notes into cash, shares of common
stock of the Company (Company CommonStock) or a
combination of cash and Company Common Stock, the form of which
would be determined at the Companys election, was converted into
the right to convert each such Note into an amount of cash,
common shares of Novelion Therapeutics Inc. (Novelion Common
Shares) or a combination of cash and Novelion Common Shares,
the form of which would be determined at the Companys election,
equal to 24.9083 Novelion Common Shares per $1,000 principal
amount of Notes. The obligations for the Notes remain with the
Company following the Merger.
The foregoing description of the Supplemental Indenture does not
purport to be complete and is qualified in its entirety by
reference to the Supplemental Indenture, which is filed as
Exhibit4.1 to this Current Report on Form8-K and is incorporated
by reference into this Item 1.01.
Item 1.02 Termination of a Material
Definitive Agreement.
In connection with the Merger, on November25, 2016, the Company
repaid all of its outstanding obligations in respect of
principal, interest, premiums and other remaining amounts owing
under the Companys $25 million credit facility with Silicon
Valley Bank, with the exception of $369,928 in letters of credit,
which remain outstanding and in respect of which the Company has
deposited $388,424 into a cash collateral account at Silicon
Valley Bank. In connection with such repayment, the Company
terminated all obligations, other than obligations in respect of
the outstanding letters of credit, under the Loan and Security
Agreement, dated as of March28, 2012, between the Company and
Silicon Valley Bank, as amended, supplemented or otherwise
modified, and the Forbearance Agreement, dated as of November9,
2015, between the Company and Silicon Valley Bank, as amended. In
connection with such repayment, the Company paid a prepayment
premium equal to $250,000, a final payment in the amount of
$1,250,000 and an amendment fee in the amount of $450,000.
As of the effective time of the Merger and in accordance with the
terms of the Agreement and Plan of Merger (as amended, the
Merger Agreement), dated as of June14, 2016, among the
Company, QLT and MergerCo, the Company also terminated the Base
Issuer Warrant Transaction, dated August11, 2014, by and between
the Company and Jefferies International Limited; the Base Issuer
Warrant Transaction, dated August11, 2014, by and between the
Company and JP Morgan Chase Bank, National Association; the Base
Convertible Bond Hedge Transaction, dated August11, 2014, by and
between the Company and Jefferies International Limited; and the
Base Convertible Bond Hedge Transaction, dated August11, 2014, by
and between the Company and JP Morgan Chase Bank, National
Association (collectively, the Company Hedging
Arrangements). In connection with the termination of the
Company Hedging Arrangements, the Company paid an aggregate
amount of $179,791.
Item 2.01 Completion of Acquisition or
Disposition of Assets.
As previously disclosed, the Company entered into the Merger
Agreement on June14, 2016. As a result of the Merger, the
separate corporate existence of MergerCo ceased and the Company
survived the Merger as an indirect, wholly-owned subsidiary of
QLT. Following completion of the Merger, QLT was renamed
NovelionTherapeutics Inc. (Novelion).
to the Merger Agreement, each share of Company Common Stock
issued and outstanding as of immediately prior to the effective
time of the Merger (other than shares of Company Common Stock
owned by the Company, QLT or any subsidiary of QLT) was, by
virtue of the Merger, automatically converted into the right to
receive 1.0256validly issued, fully paid and nonassessable
Novelion Common Shares, with any fractional shares rounded down
to the nearest whole share without any reimbursement or payment
associated therewith.
to the Merger Agreement, options to purchase shares of Company
Common Stock (Company Stock Options) and restricted stock
units with respect to Company Common Stock (Company RSUs)
were treated asfollows:
each Company Stock Option that was outstanding and unexercised as
of immediately prior to the effective time of the Merger and that
had an exercise price per share of Company Common Stock equal to
or greater than an amount equal to the product obtained by
multiplying (i)the equity exchange ratio of 1.0256 by (ii)the
closing price of a common
share of QLT on the trading day immediately preceding the
closing date was cancelled at the effective time of the Merger
without any payment or other consideration therefor;
at the effective time of the Merger and except as provided
immediately above, each vested and unvested Company Stock
Option that was outstanding and unexercised as of immediately
prior to the effective time of the Merger was exchanged for an
adjusted option (Adjusted Option) to acquire Novelion
Common Shares equal to the product obtained by multiplying
(i)the number of shares of Company Common Stock subject to the
Company Stock Option as of immediately prior to the effective
time of the Merger by (ii)the equity exchange ratio of 1.0256,
with any fractional shares rounded down to the nearest whole
share. Each Adjusted Option has an exercise price per Novelion
Common Share equal to (x)the per share exercise price of the
corresponding Company Stock Option as of immediately prior to
the effective time of the Merger divided by (ii)the equity
exchange ratio of 1.0256, rounded up to the nearest whole cent.
Each Adjusted Option is subject to the same terms and
conditions that applied to the corresponding Company Stock
Option immediately prior to the effective time of the Merger,
including vesting terms, but excluding any terms that are
rendered inoperative solely by reason of the Merger;and
at the effective time of the Merger (or, for Canadian holders
of Company RSUs, immediately following the effective time of
the Merger), each vested and unvested Company RSU that was
outstanding as of immediately prior to the effective time of
the Merger was exchanged for an adjusted restricted stock unit
(Adjusted RSU) with respect to a number of Novelion
Common Shares equal to the product obtained by multiplying
(i)the total number of shares of Company Common Stock subject
to the Company RSU as of immediately prior to the effective
time of the Merger by (ii)the equity exchange ratio of 1.0256,
with any fractional shares rounded down to the nearest whole
share. Each Adjusted RSU is subject to the same terms and
conditions that applied to the corresponding Company RSU
immediately prior to the effective time of the Merger,
including vesting terms, but excluding any terms that are
rendered inoperative solely by reason of theMerger.
The foregoing description of the Merger and the Merger
Agreement does not purport to be complete and is qualified in
its entirety by reference to the Merger Agreement, which is
filed as Exhibit2.1 to this Current Report on Form8-K and is
incorporated by reference into this Item 2.01.
Item 3.01 Notice of Delisting or
Failure to Satisfy a Continued Listing Ruleor Standard;
Transfer of Listing.
On November29, 2016, the Company requested that the NASDAQ
Stock Market file with the U.S. Securities and Exchange
Commission (SEC) an application on Form25 to withdraw
the Company Common Stock from listing on the NASDAQ Global
Select Market and terminate the registration of the Company
Common Stock under Section12(b)of the Securities Exchange Act
of 1934, as amended (theExchange Act). In addition, the
Company intends to file with the SEC a certification and notice
of termination on Form15 to terminate the registration of
Company Common Stock under the Exchange Act and to suspend its
reporting obligations under Section15(d)of the Exchange Act.
The information set forth in Item 2.01 of this Current Report
on Form8-K is incorporated by reference into this Item 3.01.
Item 3.03 Material Modification to
Rights of Security Holders.
The information set forth in Items 2.01, 3.01, 5.01 and 5.03 of
this Current Report on Form8-K is incorporated by reference
into this Item 3.03.
Item 5.01 Changes in Control of
Registrant.
As a result of the consummation of the Merger, and upon the
effective time of the Merger, a change of control ofthe Company
occurred, and the Company became an indirect wholly-owned
subsidiary of QLT.
The information set forth in Items 2.01 of this Current Report
on Form8-K is incorporated by reference into this Item 5.01.
Item 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain
Officers.
As of theeffective time of the Merger, each of the following
directors of the Company resigned from the board of directors
of the Company and from all committees of the board of
directors on which they served: Sol Barer, Antonio Gotto,
JorgePlutzky, David Scheer, Sandford Smith, Donald Stern, Paul
Thomas and Anne VanLent. These resignations were not a result
of any disagreements with the Company or management on any
matter relating to the Companys operations, policies or
practices. Also as of the effective time of the Merger, the
employment of each of Mary Szela and Gregory Perry with the
Company terminated; both officers have agreed that they are not
entitled to any severance or change of control benefits in
connection with such termination.
to the terms of the Merger Agreement, upon completion of the
Merger, Jorge Plutzky, Sandford Smith, Donald Stern, Mary Szela
and Anne VanLent were appointed to the board of directors of
Novelion. Mary Szela and Gregory Perry were appointed as Chief
Executive Officer and Chief Financial and Administrative
Officer, respectively, of Novelion.
Item 5.03 Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year.
to the terms of the Merger Agreement, at theeffective time of
the Merger, the Companys certificate of incorporation and
bylaws were amended and restated in their entirety as set forth
in Exhibits 3.1 and 3.2, respectively, to this Current Report
on Form8-K. The Fifth Amended and Restated Certificate of
Incorporation of the Company filed as Exhibit3.1 and the
Amended and Restated Bylaws of the Company filed as Exhibit3.2
are incorporated by reference into this Item 5.03.
Item 9.01 Financial Statements and
Exhibits.
|
ExhibitNo. |
|
Description |
|
2.1 |
Agreement and Plan of Merger, dated as of June14, 2016, |
|
|
3.1 |
Fifth Amended and Restated Certificate of Incorporation |
|
|
3.2 |
Amended and Restated Bylaws of Aegerion |
|
|
4.1 |
Supplemental Indenture dated as of November29, 2016 to |
About AEGERION PHARMACEUTICALS, INC. (NASDAQ:AEGR)
Aegerion Pharmaceuticals, Inc. is a biopharmaceutical company engaged in the development and commercialization of therapies for patients with debilitating rare diseases. It operates through pharmaceuticals segment. Its products include lomitapide and metreleptin. Lomitapide is a small molecule microsomal triglyceride transfer protein (MTP) inhibitor. Lomitapide received marketing approval under the brand name Juxtapid (lomitapide) capsules from the United States Food and Drug Administration (FDA) as an adjunct to a low-fat diet and other lipid-lowering treatments. It also received marketing authorization for lomitapide in the European Union (EU) under the brand name LOJUXTA (lomitapide) hard capsules (LOJUXTA) as a treatment for HoFH in adults. Metreleptin is a recombinant human leptin analog that exerts its function by binding to and activating the human leptin receptor. Metreleptin is marketed in the United States under the brand name MYALEPT (metreleptin) for injection (MYALEPT). AEGERION PHARMACEUTICALS, INC. (NASDAQ:AEGR) Recent Trading Information
AEGERION PHARMACEUTICALS, INC. (NASDAQ:AEGR) closed its last trading session up +0.10 at 1.97 with 2,168,385 shares trading hands.
