Pharma BD Deal Intelligence

Auxilium Pharmaceuticals, Inc. / QLT Inc.

2014 · Reverse Merger · $850M · Terminated

Auxilium's $850M tax-inversion merger with QLT, which would have handed Auxilium shareholders 76% of the combined entity, collapsed October 9, 2014 when Endo's $2.6B bid proved superior—QLT walked away with just a $28.4M termination fee.

Outcome grade pending — assessed 5 years post-close.

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The coverage arc

Jun 26, 2014 Auxilium Pharmaceuticals 8-K (Ex-99.1 press release) Bullish

Auxilium and QLT entered a definitive agreement to merge in a deal valued at US$850 million; transaction expected to drive shareholder value by accelerating…

Jun 26, 2014 Torys LLP (deal summary) Neutral

On June 26, 2014, Auxilium and QLT announced a definitive agreement to merge in a deal valued at US$850 million; Auxilium shareholders would own approximately…

Oct 09, 2014 GlobeNewswire (QLT) Bearish

QLT announced merger termination after Auxilium accepted Endo's superior proposal; QLT received $28.4M termination fee and chairman Jason Aryeh stated company…

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Auxilium and Vancouver-based QLT announced a $850M tax-inversion reverse merger that would have left Auxilium shareholders owning 76% of the combined Canadian-domiciled entity. Terminated October 9, 2014 when Auxilium accepted a superior $2.6B bid from Endo; QLT received a $28.4M termination fee.

Key facts

Disease & market context

Inherited Retinal Diseases (Leber Congenital Amaurosis / Retinitis Pigmentosa)

Disease Overview

Leber Congenital Amaurosis (LCA) and Retinitis Pigmentosa (RP) are inherited retinal dystrophies that cause severe vision loss, often beginning in infancy or childhood. Both conditions involve mutations affecting photoreceptor function, with LCA representing the most severe early-onset form. Treatment options have historically been limited because the genetic heterogeneity (>20 causative genes) and progressive degeneration make pharmacological intervention difficult.

Competitive Landscape

At the time of the proposed Auxilium-QLT merger (June 2014), QLT's lead clinical asset was its synthetic retinoid program (QLT091001), an oral 11-cis-retinal replacement in late-stage development for LCA and RP. The asset competed against an emerging gene therapy field led by Spark Therapeutics' voretigene neparvovec (later Luxturna, approved 2017 for RPE65-mediated retinal dystrophy). Other competing approaches included ProQR's antisense oligonucleotides and ReNeuron's stem cell programs. Visudyne (verteporfin), the photodynamic therapy that QLT had developed with Novartis/CIBA Vision for AMD, had already been divested to Valeant in 2012 and was not part of the Auxilium transaction. The reverse-merger structure (Auxilium shareholders owning 76% of a Canadian-domiciled entity) was tax-driven inversion play rather than a pipeline acquisition; the retinoid asset was a complementary orphan-drug add-on to Auxilium's men's health franchise (Testim, Stendra, Xiaflex). The deal collapsed October 2014 when Endo's superior $2.6B cash-stock bid for Auxilium emerged. QLT received a $28.4M termination fee and subsequently divested the retinoid program.

Related deals — scored

DealYearValueOutcome
Auxilium Pharmaceuticals, Inc. / QLT Inc. (this deal)2014$850M
Johnson & Johnson / Abbott Medical Optics2003$4.3B70
Johnson & Johnson / Abbott Laboratories (Abbott Medical Optics)2016$4.3B66
Merck & Co. Inc. / EyeBio Ltd.2024$3.0B61
Viatris / Oyster Point Pharma, Inc.2022$299M58
Teva Pharmaceutical Industries Ltd. / Samsung Bioepis Co., Ltd.202651
EyeTech Pharmaceuticals Inc. / Gilead Sciences Inc. (NX-1838 license)2000$32M47

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