May 25, 2012 / 6:07 PM / 6 years ago

QLT says not in talks with dissident shareholder

(Reuters) - Canadian eye drug developer QLT Inc QLT.TO has not been able to communicate with the major shareholder behind a last-minute proxy campaign that spurred the company to postpone its annual meeting, QLT’s chief executive told Reuters on Friday.

The company postponed Thursday’s annual meeting after Danish investment fund NB Public Equity Komplementar ApS said in a regulatory filing dated Tuesday that it would nominate a dissident slate of six board members. QLT’s own slate has seven nominees.

“We felt essentially this was an ambush maneuver, and that you basically have a dissident group of shareholders who are trying to take control of the company without paying for it,” CEO Bob Butchofsky said.

QLT said on Thursday that if re-elected, its board will propose a tender offer worth $75 million to $100 million to return capital to shareholders. But it is not clear what sort of action the dissidents are looking for.

Shares of QLT were up 2.6 percent at C$7.64 on the Toronto Stock Exchange on Friday.

Butchofsky said QLT usually speaks often with NB Public Equity, most recently about two weeks ago, and the fund has not been making demands or requests. He said QLT has not been able to get in touch with NB Public Equity since learning about the proxy campaign.

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 its proxy filing that it thought a change was needed on the board, without revealing its reasoning. [ID:nL4E8GO3GE] It could not be reached for comment.

Butchofsky said the campaign could jeopardize sensitive negotiations that QLT is having with regulators over QLT091001, its treatment for inherited retinal diseases, which the company is hoping to move into a late-stage trial this year.

A key player is hedge fund Axial Capital Management, QLT’s biggest shareholder with an 18.1 percent stake. Before Thursday’s meeting was delayed Axial told QLT it would vote at the meeting, not ahead of time as is typical, and did not say how it would vote.

In a regulatory filing on Thursday, 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.

Kingstown Capital Management, which together with various affiliated entities holds a 5.5 percent stake, filed with the SEC on Wednesday to say it had granted NB Public Equity a revocable proxy to vote for the dissident slate.

After strong performance in the early 2000s, Vancouver-based QLT has been hurt by competition for its Visudyne treatment for macular degeneration. Butchofsky took over in 2005 and the company sold off assets to focus on developing ocular drugs.

($1=$1.03 Canadian)

Reporting By Allison Martell; Editing by Peter Galloway

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