Auxilium to Buy QLT in Latest Drug Company Tax Inversion

Auxilium Pharmaceuticals Inc. (AUXL) agreed to take control of biotechnology firm QLT Inc. (QLTI) in a $345 million stock deal that will re-domicile the company in Canada and give Auxilium new experimental eye drug products.

Auxilium, a specialty drug company based in Chesterbrook, Pennsylvania, will gain ophthalmology treatments for inherited retinal diseases from Vancouver-based QLT, as well as a lower tax rate. The new company will be incorporated in British Columbia, Canada, according to a statement today.

The merger is the latest in a series of cross-border deals proposed by U.S. companies seeking lower tax rates. AbbVie Inc. (ABBV)’s current bid for Shire Plc (SHP), which has U.S. offices but is domiciled in Dublin to tax reasons, and Medtronic Inc. (MDT)’s June 15 acquisition of Dublin-based Covidien Plc (COV) are among the most recent deals.

Auxilium’s operating headquarters will remain in Pennsylvania, there won’t be major changes to its operations or workers, and Auxilium’s management will run the new company. Auxilium shareholders will end up with 76 percent of the stock in the combined company.

Auxilium shares fell 2.5 percent to close at $20.69 in New York. QLT shares rose 15 percent to $6.19, the biggest gain since November 2009, according to data compiled by Bloomberg.

Deal Structure

In order for the combined company to be based in Canada, the deal is structured as if QLT is buying Auxilium. QLT’s operations will be merged into Auxilium, and the remaining shell of QLT would be renamed “New Auxilium.” That company would acquire Auxilium, paying 3.14 QLT shares for each Auxilium share. Auxilium had a market capitalization of $1.07 billion as of yesterday’s close, and QLT $276 million.

“The merger with QLT represents a unique opportunity to accelerate our desired strategic transformation into a leading, diversified North American specialty biopharmaceutical company,” Adrian Adams, chief executive officer of Auxilium, said in the statement.

Auxilium previously acquired urology drugmaker Actient Holdings LLC for $585 million in April 2013, according to data compiled by Bloomberg.

To contact the reporter on this story: Caroline Chen in New York at cchen509@bloomberg.net

To contact the editors responsible for this story: Reg Gale at rgale5@bloomberg.net Drew Armstrong

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