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Aralez Pharmaceuticals To Enter Into Purchase Agreements To Sell Substantially All Assets
Transactions to be valued at an aggregate of U.S.
Commences Voluntary Proceedings under CCAA in
Company to Continue Operating Business and Serving Customers As Usual
The letters of intent signed with each of Nuvo and the Company's secured lender included the material terms of each of the proposed transactions. Each proposed transaction is subject to entry into mutually agreeable definitive agreements, and in the case of Nuvo, obtaining committed financing, which is expected to be provided by the Company's secured lender. Aralez has agreed to negotiate exclusively with Nuvo (with respect to the assets subject to the proposed transaction with Nuvo) until
To facilitate the transactions, Aralez, along with its Canadian subsidiary,
"Following a thorough financial and strategic review, we believe that these sales, together with an auction process under court supervision are in the best interests of the Company and its stakeholders," said
Aralez, together with its subsidiaries, intends to seek and obtain customary relief from the courts to permit it to continue to operate its business in the ordinary course without interruption during the sale process. In addition, Aralez has obtained commitments for debtor-in-possession ("DIP") financing of approximately U.S.$15 million, from its secured lender, which is subject to approval of the courts. The Company intends to use the proceeds from the DIP financing, in addition to cash flow from operations, to pay for all goods and services from vendors provided after the CCAA and Chapter 11 filing date in accordance with their current terms. In addition, the Company and its subsidiaries have filed a number of customary pleadings seeking authorization from the courts to pay certain pre-petition obligations, support their business operations and transition them through the Restructuring Proceedings and the sale process. These include the payment of employee wages, salaries and benefits, and certain obligations to vendors.
The sales and Restructuring Proceedings are the culmination of a previously announced financial and strategic review undertaken by the board of directors of the Company. While the Company continued to address and improve its financial profile through several cost savings initiatives, corporate restructurings (including of the discontinuation of its
Following completion of the board's strategic review, after careful consideration of all available alternatives and having given due consideration to the interests of all stakeholders, the boards of directors of the Company and each of its North American and Irish subsidiaries, with the assistance, input and advice from legal and financial advisors, have unanimously determined that a sale process under court supervision is in the best interests of the companies.
Aralez is being advised by
Additional information is 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.
In connection with the proceedings to be commenced today in the
For additional information, vendors and customers may call 1-877-676-4390 or e-mail at email@example.com.
About Aralez Pharmaceuticals Inc.
Cautionary Note Regarding Forward-Looking Statements
This press release includes certain statements that constitute "forward-looking statements" within the meaning of applicable securities laws. Forward-looking statements include, but are not limited to, statements regarding entry into the purchase agreements, sale of businesses and assets not proposed to be sold in the proposed transactions, the winding down of operations following sales, the commencement of the Restructuring Proceedings, the Company's operations continuing uninterrupted in the ordinary course of business during the Restructuring Proceedings, including its intention to seek relief from the courts, and the satisfaction of day-to-day obligations to employees, suppliers and customers continuing to be met during the Restructuring Proceedings, DIP financing and the use of proceeds from the DIP financing, and the Company's strategies, plans, objectives, goals, prospects, future performance or results of current and anticipated products, and other statements that are not historical facts, and such statements are typically identified by use of terms such as "may," "will," "would," "should," "could," "expect," "plan," "intend," "anticipate," "believe," "estimate," "predict," "likely," "potential," "continue" or the negative or similar words, variations of these words or other comparable words or phrases, although some forward-looking statements are expressed differently.
You should be aware that the forward-looking statements included herein represent management's current judgment and expectations, and are based on current estimates and assumptions made by management in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors that it believes are appropriate and reasonable under the circumstances, but there can be no assurance that such estimates and assumptions will prove to be correct and, as a result, the forward-looking statements based on those estimates and assumptions could prove to be incorrect. Accordingly, actual results, level of activity, performance or achievements or future events or developments could differ materially from those expressed or implied in the forward-looking statements.
In addition, the Company's operations involve risks and uncertainties, many of which are outside of the Company's control, and any one or any combination of these risks and uncertainties could also affect whether the forward-looking statements ultimately prove to be correct and could cause the Company's actual results, level of activity, performance or achievements or future events or developments to differ materially from those expressed or implied by the forward-looking statements. These risks and uncertainties include, without limitation, the uncertainty involved in the Restructuring Proceedings and entering into definitive agreements with each of Nuvo and the Company's secured lender on mutually agreeable terms or at all; risks related to restructuring costs; the Company's financing and liquidity; the cooperation of the creditors of the Company; the Company's ability to meet its ongoing obligations during the Restructuring Proceedings; the ability of the Company to maintain relationships with its employees, suppliers and customers and other third parties in light of the events leading up to and including the Restructuring Proceedings; the ability to obtain goods and services in a timely and cost effective manner; the Company's ability to comply with its financial and other covenants; the Company's ability to obtain approval from the courts with respect to any motions; the outcome of the Restructuring Proceedings; the courts' rulings in the Restructuring Proceedings or a decision of any other Canadian or
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