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What: Shares of QLT (NASDAQ:NVLN), a clinical-stage biopharmaceutical company focus on developing therapies to treat eye disorders, jumped as much as 23% after agreeing to be purchased by Auxilium Pharmaceuticals (UNKNOWN:AUXL.DL).
So what: Under the terms of the deal Auxilium will pay $346 million to buy QLT in an effort to diversify its product, and likely to escape high U.S. corporate taxes. QLT is based in Canada, and Auxilium relocating its headquarters to Canada could help push its effective tax rate notably lower than the high-end marginal rate of 40% in the U.S. However, this is no ordinary takeover, as QLT shares are being used as the financing tool. Auxilium shareholders will receive 3.1359 shares of QLT stock for each share they currently hold, with Auxilium shareholders owning around three-quarters of the combined company. The deal is expected to close in the fourth-quarter.
Now what: Considering how far away from product commercialization QLT currently is the deal makes complete sense from a shareholder standpoint. For Auxilium, with sales growing and healthy profitability expected in fiscal 2015, the deal could wind up saving it millions of dollars which it'll be able to reinvest into research and development projects, or perhaps more acquisitions. This trend of fleeing U.S. corporate taxes may continue for some time going forward throughout the health care sector, but on the all I'd consider this a pretty fair deal for both parties involved.
Sean Williams has no material interest in any companies mentioned in this article. You can follow him on CAPS under the screen name TMFUltraLong, track every pick he makes under the screen name TrackUltraLong, and check him out on Twitter, where he goes by the handle @TMFUltraLong.
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