QLT postpones AGM over last-minute proxy campaign

Thu May 24, 2012 7:02pm EDT
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(Reuters) - QLT Inc QLT.TO postponed its annual meeting on Thursday, hours before it was scheduled to begin, after a major shareholder disclosed a proxy campaign to take control of the Canadian pharmaceutical company's board.

The eye drug developer said it delayed the meeting to June 4 to allow time for shareholders to "properly consider their decision" on a dissident slate of board nominees.

On Tuesday, Danish fund NB Public Equity Komplementar ApS said in a filing with the U.S. Securities and Exchange Commission (SEC) that it would nominate up to six new board members at the meeting. The company's own slate has seven candidates.

NB Public Equity has a 15.2 percent stake in QLT, and ranks as its second-biggest shareholder, according to Thomson Reuters data. The fund, which invests mostly in biopharmaceutical companies, said in the filing that it thought a change was needed on the board, without revealing its reasoning.

Separately on Thursday, hedge fund Axial Capital Management, QLT's biggest shareholder with an 18.1 percent stake, also disclosed some frustration.

In its own SEC filing, Axial said it had been in touch with the company and others about its "increasing unhappiness" with QLT's business plan and dividend policy. QLT does not pay a quarterly dividend. Reached before the filing was public, Axial said it would not comment on the dispute.

Earlier this month, QLT reported a wider quarterly loss as research and development costs rose 30 percent to $12.6 million.


In an open letter released on Wednesday, QLT described the proxy campaign as disruptive and potentially threatening to its clinical development program.   Continued...