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Aralez Pharmaceuticals Completes Sale of Vimovo Royalties and Canadian Operations to Nuvo Pharmaceuticals
MISSISSAUGA, ON, Dec. 31, 2018 /CNW/ - Aralez Pharmaceuticals Inc. ("Aralez" or the "Company") announced today that it and certain of its affiliates have completed the previously announced sale of its VIMOVO® royalties and Canadian operations to Nuvo Pharmaceuticals Inc. and Nuvo Pharmaceuticals (Ireland) Designated Activity Company (f/k/a Nuvo Pharmaceuticals (Ireland) Limited) (together, "Nuvo") in transactions valued at U.S.$110 million in the aggregate, subject to customary adjustments.
The Company and certain of its affiliates conducted a court-supervised sale and auction process as part of their independent Canadian and U.S. court-supervised restructuring proceedings. The bid made by Nuvo served as the "stalking horse" bid for purposes of the sale of the VIMOVO® royalties and Canadian operations and was ultimately determined to be the successful bid in accordance with the related court approved bidding procedures. The Ontario Superior Court of Justice (in respect of the proceedings under Canada's Companies' Creditor Arrangement Act (CCAA)) and the U.S. Bankruptcy Court (in respect of the proceedings under chapter 11 of the U.S. Bankruptcy Code) approved the sales pursuant to orders dated December 7, 2018 and December 27, 2018, respectively.
The Company and certain of its affiliates continue to seek approval of the U.S. Bankruptcy Court for the sale of its TOPROL-XL® Franchise to its secured lender, certain funds managed by Deerfield Management Company, L.P. ("Deerfield"), in a transaction valued at U.S.$130 million, subject to customary adjustments. On December 18, 2018, the Company completed the sale of the U.S. rights of Bezalip® SR to Intercept Pharmaceuticals, Inc. as previously disclosed on December 12, 2018. The Company and certain of its affiliates also continue their efforts to sell the assets not being sold in the transactions described above and intend to wind down their operations immediately following the consummation of the sales.
The Company's securities law filings are available on the Company's website at www.aralez.com, on EDGAR at www.sec.gov, and on SEDAR at www.sedar.com. Court filings and other information related to the court-supervised proceedings are available at a website administered by the Company's claims agent, Primeclerk, at https://cases.primeclerk.com/Aralez. Information is also available at a website maintained by Richter Advisory Group Inc., the Company's court-appointed monitor in Canada, in accordance with the CCAA proceedings, Richter Advisory Group Inc., at http://insolvency.richter.ca/A/Aralez-Pharmaceuticals. For additional information, vendors and customers may call 1-877-676-4390 or e-mail at email@example.com.
About Aralez Pharmaceuticals Inc.
Aralez Pharmaceuticals Inc. is a specialty pharmaceutical company focused on delivering meaningful products to improve patients' lives by acquiring, developing and commercializing products in various specialty areas. More information about Aralez can be found at www.aralez.com.
Cautionary Note Regarding Forward-Looking Statements
This press release includes forward-looking statements within the meaning of applicable securities laws including with respect to the future sale of TOPROL-XL® Franchise and other non-core assets, and the Company's intention to wind down its affairs following the sale of these assets. The words "may," "will," "would," "should," "could," "expects," "plans," "intends," "trends," "indications," "anticipates," "believes," "estimates," "predicts," "likely" or "potential" or the negative or other variations of these words or other comparable words or phrases, are intended to identify forward-looking statements.
Forward-looking statements, by their nature, are based on assumptions, which, although considered reasonable by the Company at the time of preparation of such disclosure, may prove to be incorrect, and are subject to important risks and uncertainties. Many factors could cause the Company's actual results to differ materially from those expressed or implied by its forward-looking statements, including, without limitation, the inherent risk and uncertainty involved in the Company's bankruptcy proceedings, the cooperation of creditors and other stakeholders of the Company, the Company's ability to meet certain obligations during the bankruptcy proceedings, the Company's ability to obtain approval with respect to motions in the bankruptcy proceedings, the courts' rulings in the bankruptcy proceedings, the outcome of the bankruptcy proceedings in general, the length of time of the bankruptcy proceedings, risks associated with third-party motions in the bankruptcy proceedings, increased legal and advisory costs related to the bankruptcy proceedings, the review, reconciliation and/or determination of outstanding claims against the Company and certain of its affiliates by stakeholders and related recoveries (if any) to stakeholders and the development of next steps in respect of the wind down of the estates, and other applicable factors identified in the "Risk Factors" and elsewhere in the Company's Securities and Exchange Commission (SEC) filings and reports and Canadian securities law filings, including in the Company's Annual Report on Form 10-K for the year ended December 31, 2017 and Quarterly Report on Form 10-Q for the three month period ended March 31, 2018, which are available on EDGAR at www.sec.gov, on SEDAR at www.sedar.com, and on the Company's website at www.aralez.com.
Furthermore, unless otherwise stated, the forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not intend and undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise except as required by applicable law.
SOURCE Aralez Pharmaceuticals Inc.
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