-US$350 Million Capital Commitment
from Deerfield-Led Syndicate-
-Canada Domicile Provides Similar Competitive Structure and
Benefits to Ireland-
-Previously Scheduled Shareholder Meetings of POZEN and Tribute
to be Rescheduled-
CHAPEL HILL, N.C. and
MILTON, Ontario, Dec. 7, 2015 /PRNewswire/ -- POZEN Inc.
("POZEN") (NASDAQ: POZN) and Tribute Pharmaceuticals Canada Inc.
("Tribute") (TSX VENTURE:TRX) (OTCQX International:TBUFF) today
confirmed their merger plans and announced that they have entered
into an amended agreement and plan of merger, which among other
things, moves the domicile for their proposed parent company,
Aralez Pharmaceuticals Inc. ("Aralez"), from Ireland to Canada. This alternative transaction
structure, the parties believe, is in the best interest of their
respective securityholders. The companies previously announced in
June 2015 that POZEN would acquire
Tribute and the combined company would be renamed Aralez
Pharmaceuticals. With planned business operations in Ireland, Canada and the
United States, the Canadian domicile offers a substantially
similar corporate and tax structure to the previous Irish domicile,
and will benefit from Tribute's business foundation and strong
presence in Canada where Tribute
is incorporated and from where it has always operated.
POZEN's proxy statement relating to the proposed transaction
dated November 6, 2015 and Tribute's
Management Proxy Circular dated November 6,
2015, mailed by the parties to their respective
securityholders, will be withdrawn and new filings will be made
with the requisite regulatory authorities to reflect changes and
updates to the transaction structure. As a result, the meetings of
the securityholders of Tribute and POZEN scheduled for December 9 and 10, respectively, have been
canceled and new meeting dates will be set and communicated in
subsequent proxy materials. The transaction is expected to close in
the first quarter of 2016. It is a condition of closing that the
common shares of Aralez be approved for listing on the NASDAQ and
conditionally approved on the TSX.
Capital Investment
In connection with the acquisition, a syndicate of leading
healthcare investors, led by Deerfield and including QLT Inc., Broadfin
Capital LLC and JW Asset Management, LLC has confirmed their
commitment of up to US$350 million in
growth capital for the combined company, intended to support the
anticipated commercial launches of YOSPRALA™ and Fibricor® as well
as future potential product and company acquisitions. Such
financing is expected to close immediately prior to closing of the
transaction with POZEN and Tribute. The proposed investment in
Aralez includes:
- US$75 million of equity in
Tribute immediately prior to closing of the transaction at a price
per share equal to (a) the lesser of (i) US$7.20, and (ii) a five percent (5%) discount
off the five day volume weighted average price ("VWAP") per share
of POZEN common stock, calculated over the five trading days
immediately preceding the date of closing, not to be less than
US$6.25, multiplied by (b) .1455 (the
conversion ratio). In the event any of POZEN, Tribute or Aralez
announce a material event (other than results of any shareholder
meeting) during the ten day period immediately preceding closing,
the VWAP lookback period will be reduced from five days to two
days.
- US$75 million in 2.5% convertible
senior secured notes due six years from issuance with a conversion
price equal to a 32.5% premium to the aforementioned equity
price.
- Up to US$200 million committed
secured debt facility to fund future acquisitions.
"The change in domicile for Aralez remains consistent with our
overall vision and strategy for the company and is expected to
deliver similar competitive advantages to an Irish domicile," said
Adrian Adams, Chief Executive
Officer of POZEN Inc. "We continue to maintain a presence in
Ireland through an operating
company that holds intellectual property, including YOSPRALA, and
from which Aralez plans to execute its acquisition strategy. We are
pleased that the Deerfield-led
syndicate continues to be supportive of our growth strategy."
"We are pleased with the alternative transaction structure and
the plan to proceed with a Canadian domicile," said Rob Harris, President and Chief Executive
Officer of Tribute. "We believe that the new structure will benefit
from Tribute's business foundation in Canada and provide a platform for continued
growth."
Compelling Strategic Rationale of the Acquisition
- World-Class Management. Adrian
Adams (Chief Executive Officer) and Andrew Koven (President and Chief Business
Officer) formerly led companies including Auxilium, Inspire,
Sepracor and Kos.
- Broad and Diversified Product Portfolio. Multiple
United States and Canadian
cardiovascular and pain products, in addition to products with
specialist indications including dermatology, orthopedics, urology
and acute care.
- Strong Financial Profile. Well-capitalized, competitive
structure company with ample liquidity to commercialize existing
portfolio products, including YOSPRALA and Fibricor, and to explore
additional acquisition opportunities.
- Platform for Growth. Team, corporate structure,
financial profile and Irish presence set the stage for sustained
long-term growth, both organically and through acquisitions.
Transaction Terms and Structure
The parties have formed a new company, Aralez Pharmaceuticals
Inc. ("Aralez"), organized under the laws of British Columbia, Canada. A Canadian
subsidiary of Aralez will merge with Tribute, through a
three-cornered amalgamation in a plan of arrangement, with Tribute
surviving as a wholly-owned subsidiary of Aralez. Similarly, an
indirect U.S. subsidiary of Aralez will merge with POZEN, with
POZEN surviving as a wholly-owned subsidiary of Aralez. At
closing, each share of POZEN common stock will be converted into
the right to receive one Aralez common share and each common share
of Tribute (other than dissenting shares) will be exchanged for
0.1455 of an Aralez common share. This exchange ratio remains
unchanged from the ratio announced when the parties initially
entered into the agreement and plan of merger. As a result of
the proposed transaction and before giving effect to the
contemplated financing, stockholders of POZEN will own
approximately 64 percent of Aralez and shareholders of Tribute will
own approximately 36 percent of Aralez, in each case prior to
giving effect to any exercise of any outstanding options or
warrants or vesting and delivery of any restricted stock units of
either company after the date hereof. As of December 7, 2015, POZEN has 33.2 million common
shares outstanding and 39.3 million fully diluted shares and
Tribute has 126.2 million common shares outstanding and 163.4
million fully diluted shares. The transaction will be taxable to
the POZEN stockholders. It is a condition of closing that the
common shares of Aralez be approved for listing on the NASDAQ and
conditionally approved on the TSX.
Additional Information and Where to Find It
In connection with the proposed transaction, Aralez, POZEN and
Tribute will be filing documents with the SEC, including a
Registration Statement on Form S-4 by Aralez and POZEN that will
include the proxy statement/prospectus relating to the proposed
amended transaction involving POZEN and Aralez, and an information
circular by Tribute relating to the proposed amended transaction
involving Tribute. After the registration statement has been
declared effective by the SEC, a definitive proxy
statement/prospectus will be mailed to POZEN stockholders in
connection with the proposed transaction. Upon receipt of an
interim court order in respect of the plan of arrangement, Tribute
will be mailing a revised information circular to its shareholders
in connection with the proposed transaction. INVESTORS AND
SECURITYHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON
FORM S-4 AND THE RELATED PRELIMINARY AND DEFINITIVE
PROXY/PROSPECTUS AS WELL AS THE INFORMATION CIRCULAR WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT ARALEZ, POZEN, TRIBUTE AND THE PROPOSED TRANSACTION.
Investors and securityholders may obtain free copies of these
documents (when they are available) and other related documents
filed with the SEC at the SEC's web site at www.sec.gov.
Investors and securityholders will be able to obtain free
copies of the Information Circular and other documents filed by
Tribute on the System for Electronic Document Analysis and
Retrieval ("SEDAR") website maintained by the Canadian Securities
Administrators at www.sedar.com. Investors and securityholders may
obtain free copies of the documents filed by POZEN and Aralez with
the SEC on POZEN's website at www.POZEN.com under the heading
"Investors" and then under the heading "SEC Filings" and free
copies of the documents filed by Tribute with the SEC on Tribute's
website at www.tributepharma.com under the heading "Investors" and
then under the heading "SEC Filings".
POZEN, Tribute and Aralez and their respective directors and
executive officers may be deemed participants in the solicitation
of proxies from the stockholders of POZEN and shareholders of
Tribute and Aralez in connection with the proposed transaction.
Information regarding the special interests, if any, of these
directors and executive officers in the proposed transaction will
be included in the proxy statement/prospectus and Information
Circular described above. Additional information regarding the
directors and executive officers of POZEN and Tribute is contained
in their respective Annual Reports on Form 10-K for the year ended
December 31, 2014 filed with the
SEC.
This communication does not constitute an offer to sell, or the
solicitation of an offer to sell, or the solicitation of an offer
to subscribe for or buy, any securities nor shall there be any
sale, issuance or transfer of securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction.
All dollar amounts included herein are stated in United States dollars.
For full prescribing information refer to the individual product
websites.
About POZEN
POZEN is a specialty pharmaceutical company that has
historically focused on developing novel therapeutics for unmet
medical needs and licensing those products to other pharmaceutical
companies for commercialization. By utilizing a unique in-source
model and focusing on integrated therapies, POZEN has
successfully developed and obtained FDA approval of two
self-invented products. Funded by these milestones/royalty
streams, POZEN has created a portfolio of cost-effective,
evidence-based integrated aspirin therapies designed to enable the
full power of aspirin by reducing its GI damage.
On June 2, 2015, POZEN announced
the formation of Pozen Limited, a wholly-owned Irish subsidiary, to
expand its geographic footprint and increase its global presence,
including potential international sales, manufacturing and product
development.
POZEN's common stock is traded under the symbol "POZN" on
The NASDAQ Global Market. For more detailed company
information, including copies of this and other press releases,
please visit www.pozen.com.
About Tribute
Tribute is a specialty pharmaceutical company with a primary
focus on the acquisition, licensing, development and promotion of
healthcare products in Canada and
the U.S. markets.
Tribute markets Cambia® (diclofenac potassium for oral
solution), Bezalip® SR (bezafibrate), Soriatane® (acitretin),
NeoVisc® (1.0% sodium hyaluronate solution) Uracyst® (sodium
chondroitin sulfate solution 2%), Fiorinal®, Fiorinal® C, Visken®,
Viskazide®, Collatamp® G, Durela®, Proferrin®, Iberogast®,
MoviPrep®, Normacol®, Resultz®, Pegalax®, Balanse®, Balanse® Kids,
Diaflor™, Mutaflor®, and Purfem® in the Canadian market.
Additionally, NeoVisc® and Uracyst® are commercially available and
are sold globally through various international partnerships.
Tribute also has the U.S. rights to Fibricor® and its related
authorized generic. In addition, it has the exclusive U.S. rights
to develop and commercialize Bezalip® SR in the U.S. and has the
exclusive right to sell bilastine, a product licensed from Faes
Farma for the treatment of allergic rhinitis and chronic idiopathic
urticaria (hives), in Canada. The
exclusive license is inclusive of prescription and non-prescription
rights for bilastine, as well as adult and pediatric presentations
in Canada. This product is subject
to receiving Canadian regulatory approval.
Tribute's common shares are traded on the TSX Venture Exchange
under the symbol "TRX" and on the OTCQX International under the
symbol "TBUFF". For more detailed company information, including
copies of this and other press releases, please
visit www.tributepharma.com.
Cautionary Language Concerning Forward-Looking
Statements
"Safe Harbor" Statement under the Private Securities Litigation
Reform Act of 1995:
This press release contains forward-looking statements under
applicable securities laws, including, but not limited to,
statements related to the anticipated consummation of the business
combination transaction among Aralez, POZEN and Tribute and the
timing and benefits thereof; the combined company's strategy,
plans, objectives, expectations (financial or otherwise) and
intentions, future financial results and growth potential,
competitive position, anticipated product portfolio, development
programs and management structure; the Canadian domicile offering
substantially similar financial and competitive advantages to an
Irish domicile; the transaction structure being in the best
interest of securityholders; the proposed listing on the NASDAQ and
TSX and other statements that are not historical facts. These
forward-looking statements are based on POZEN's and Tribute's
current assumptions and expectations and inherently involve
significant risks and uncertainties. Actual results and the timing
of events could differ materially from those anticipated in such
forward-looking statements as a result of these risks and
uncertainties, which include, without limitation, risks related to
the parties' ability to complete the combination and anticipated
equity and debt financings on the proposed terms and schedule; the
combined company meeting the listing requirements on the NASDAQ and
Toronto Stock Exchange; risk that Aralez may be taxed as a U.S.
resident corporation; risks associated with business
combination transactions, such as the risk that the businesses will
not be integrated successfully, that such integration may be more
difficult, time-consuming or costly than expected or that the
expected benefits of the transaction will not occur; risks related
to future opportunities and plans for the combined company,
including uncertainty of the expected financial performance and
results of the combined company following completion of the
proposed transaction; disruption from the proposed transaction,
making it more difficult to conduct business as usual or maintain
relationships with customers, employees or suppliers; the
calculations of, and factors that may impact the calculations of,
the acquisition price in connection with the proposed merger and
the allocation of such acquisition price to the net assets acquired
in accordance with applicable accounting rules and methodologies;
and the possibility that if the combined company does not achieve
the perceived benefits of the proposed transaction as rapidly or to
the extent anticipated by financial analysts or investors, the
market price of the combined company's shares could decline, as
well as other risks related to POZEN's and Tribute's business,
including POZEN's inability to build, acquire or contract
with a sales force of sufficient scale for the commercialization of
YOSPRALA™ in a timely and cost-effective manner, the parties'
failure to successfully commercialize product candidates; costs and
delays in the development and/or FDA approval of the parties'
product candidates (including YOSPRALA), including as a result of
the need to conduct additional studies or due to issues with
third-party manufacturers, or the failure to obtain such approval
of POZEN's or Tribute's product candidates for all expected
indications, including as a result of changes in regulatory
standards or the regulatory environment during the development
period of any of its product candidates; the inability to maintain
or enter into, and the risks resulting from POZEN's dependence
upon, collaboration or contractual arrangements necessary for the
development, manufacture, commercialization, marketing, sales and
distribution of any products, including its dependence on
AstraZeneca and Horizon for the sales and marketing of VIMOVO®;
POZEN's dependence on Patheon for the manufacture of YOSPRALA 81/40
and YOSPRALA 325/40; the ability of POZEN and Tribute to protect
their intellectual property and defend their patents; regulatory
obligations and oversight; and those risks detailed from
time-to-time under the caption "Risk Factors" and elsewhere in
POZEN's SEC filings and reports, including in its Annual Report on
Form 10-K for the year ended December 31,
2014 and any subsequent Quarterly Reports on Form 10-Q, and
in Tribute's SEC filings and reports, including in its Annual
Report on Form 10-K for the year ended December 31, 2014 and any subsequent Quarterly
Reports on Form 10-Q. The parties undertake no duty or obligation
to update any forward-looking statements contained in this press
release as a result of new information, future events or changes in
their expectations.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
Contacts:
POZEN Inc.
Bill Hodges,
Chief Financial Officer
919-913-1030
Nichol Ochsner
Executive Director, Investor Relations
& Corporate Communications
919-913-1030
Tribute Pharmaceuticals Canada Inc.
Scott Langille, Chief Financial Officer
905-876-3166
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/pozen-and-tribute-announce-plan-to-proceed-with-merger-to-form-aralez-pharmaceuticals-300188958.html
SOURCE POZEN Inc.