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QLT delays annual meeting as proxy fight looms

A researcher mixes a chemicals at QLT labs in Vancouver in this file photo.

JOHN LEHMANN/JOHN LEHMANN/GLOBE AND MAIL

Vancouver biotech company QLT Inc. has postponed its annual meeting from Thursday, after one of its largest shareholders initiated a proxy battle to elect a dissident slate of directors.

Early on Thursday, QLT said it will now hold the meeting on June 4 in order to give shareholders time to consider the proposal from NB Public Equity KS, a Danish firm that is its second biggest shareholder.

"The Board of Directors is not seeking to prevent shareholders from electing the dissident slate of directors if they wish to do so. However, the board is of the view that shareholders should make such an important decision on an informed basis, and with adequate time to properly consider their decision," the company said in a release.

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QLT, which specializes in treatments for macular degeneration and other eye disorders, was notified Tuesday that NB , a Copenhagen-based fund that invests in health care, planned to propose a dissident slate of directors at the annual meeting Thursday.

In a filing with U.S. securities regulators, the fund said its 15-per-cent stake in QLT was initially made purely for investment purposes, but it had "decided that change on the company's board of directors is important and necessary." It said it would propose six directors, while the company has nominated seven.

Vancouver-based QLT responded to NB's filing with a letter to shareholders saying that the Danish fund had not set out an alternative plan for the company, and that its move is "highly disruptive and could impede the progress" of clinical development programs. NB is trying to obtain control of the company "without notice, without a plan, and without paying you for control," the letter said.

In its release announcing the postponement of the annual meeting, QLT said it has spoken to a number of shareholders who are concerned that NB has not disclosed its plans for the company. "In addition, Nordic Biotech has not publicly disclosed the identities or backgrounds of its nominees for directors," QLT said. "This lack of transparency means that a change of control of the Board could have occurred without all shareholders being aware that a change was imminent and without them having had an opportunity to vote on the matter."

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About the Author
Reporter, Report on Business

Richard Blackwell has reported on Canadian business for more than three decades. At the Financial Post and the Globe and Mail he has covered technology, transportation, investing, banking, securities and media, among many other subjects. Currently, his focus is on green technology and the economy. More

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