Aegerion Pharmaceuticals Inc. (AEGR): Broadfin Capital Raises Its Stake Ahead of Merger

Page 6 of 10 – SEC Filing

Item 3.

Source and Amount of Funds or Other Consideration.

The funds for the purchase of the Shares beneficially owned by the Reporting Persons came from the working capital of Broadfin Healthcare Master Fund, Ltd. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes (including certain leverage arrangements) in the ordinary course of business.

Item 4.

Purpose of Transaction.

On June 14, 2016, the Issuer, QLT Inc., a corporation incorporated under the laws of British Columbia (“QLT”) and Isotope Acquisition Corp., a Delaware corporation and a wholly-owned indirect subsidiary of QLT (“MergerCo”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), which provides, among other things, that MergerCo will be merged with and into the Issuer (the “Merger”), with the Issuer surviving the Merger as a wholly-owned indirect subsidiary of QLT.  It is anticipated that the name of QLT will be changed to “Novelion Therapeutics Inc” (“Novelion”).  Under the terms of the Merger Agreement, upon the consummation of the Merger, the board of directors of Novelion will include one person designated by the Reporting Persons. Along with the execution of the Merger Agreement, certain of the Reporting Persons and QLT entered into a Voting Agreement (the “Voting Agreement”), pursuant to which, among other things, such Reporting Persons agreed not to dispose of their Shares while the Merger is pending and to vote their Shares in favor of the Merger at the applicable meeting of the Issuer’s shareholders.  The Voting Agreement and the obligations of the Reporting Persons thereunder will terminate upon the earlier to occur of (a) the termination of the Merger Agreement pursuant to its terms, (b) the date of any material amendments, modifications, changes or waivers to any provision of the Merger Agreement, (c) the date on which either the QLT board of directors or the Issuer’s board of directors changes its recommendation of the Merger to its shareholders in accordance with the terms of the Merger Agreement, and (d) the date on which the Merger is consummated. Additionally, subject to the satisfaction or waiver of the conditions to closing the Merger, the Reporting Persons have agreed to participate in a private placement of QLT’s Shares immediately prior to the Merger closing. Pursuant to the Form S-4 filed by QLT on September 9, 2016, upon the consummation of the Merger, Kevin Kotler will become a director of Novelion.