QLT Completes U.S. Note Financing

On August 15, 2003, QLT Inc., a global bio-pharmaceutical and photodynamic therapy company, completed the issuance of US$172.5 million aggregate principal amount of 3 per cent convertible senior notes due in 2023. The notes are convertible into QLT common shares under certain circumstances at an initial conversion price of approximately US$17.80 per share. The notes were offered in the U.S. on a private placement basis to certain qualified institutional buyers. The initial purchasers were UBS Securities LLC, as sole book-running manager, and CIBC World Markets Corp.

Concurrent with the offering, QLT commenced a normal course issuer bid through the facilities of the TSE and/or the NASDAQ Stock Market to repurchase up to US$50 million of its common shares.

QLT was represented by in-house counsel Sandra MacKay, Jennifer Kaufman-Shaw (intellectual property) and Janet Grove and Alan Ritchie; in Canada by Farris, Vaughan, Wills & Murphy, with a team led by Hector MacKay-Dunn and Mitchell Gropper, Q.C. and assisted by Chuck Pearson (tax) and Ronald Murray, Trevor Scott, Gwun Yee, Ranj Sangra and Rosanna Tallarico; and in the U.S. by Perkins Coie LLP in Seattle, with a team led by Scott Gelband and Evelyn Cruz Sroufe and assisted by Amy Weaver Fisher, Kelly Schmitt, Rick Hansen and Linda Colwell in Seattle.

The initial purchasers were represented in Canada by Blake, Cassels & Graydon LLP, with a team led by Peter Kalbfleisch and Peter O'Callaghan and assisted by Bill Maclagan (tax) and Ian MacIntosh and Angela Austman; and in the U.S. by Dewey Ballantine LLP, with a team led by Donald Murray and Glenn Pollner and assisted by Peggy Hau, Arash Aminian-Baghai, Christine Stanitski and Robert McDermott (tax), Bradford Badke (intellectual property) and Andrea Miano and Basil Henderson (health care regulatory).