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POZEN and Tribute Announce Effectiveness of Registration Statement on Form S-4

11/06/15
   

POZEN Schedules Stockholder Meeting for December 10, 2015   

Tribute Schedules Shareholder Meeting for December 9, 2015   

CHAPEL HILL, N.C. & MILTON, Ontario--November 6, 2015--POZEN Inc. ("POZEN")    (POZN) and Tribute Pharmaceuticals Canada Inc. ("Tribute") (TRX.V) (TBUFF) today    announced that the registration statement on Form S-4 filed with the U.S. Securities    and Exchange Commission (SEC) by Aralez Pharmaceuticals Limited ("Aralez") on July    20, 2015, as amended on August 19, 2015 and October 30, 2015 (as amended, the "Form    S-4"), which includes a proxy statement of POZEN, related to the securities to be    issued to the security holders of POZEN, was declared effective on November 5, 2015.    The Form S-4 is available on the SEC's website, and may be accessed at     http://www.sec.gov/Archives/edgar/data/1648419/000104746915008196/0001047469-15-008196-index.htm.    Upon completion of the merger, which is expected to occur in December 2015, the    combined company will be named Aralez Pharmaceuticals plc and will be domiciled in    Ireland. Upon closing, Aralez is expected to trade on NASDAQ and the TSX.

   

POZEN and Tribute also announced that they have each scheduled stockholder and    shareholder meetings, respectively, in connection with POZEN's pending merger with    Tribute and the combination under Aralez. POZEN's special meeting of its stockholders    will be held on December 10, 2015 at 8:30 a.m. EST, at the offices of POZEN, 1414    Raleigh Rd, Suite 400, Chapel Hill, North Carolina 27517. Tribute's special meeting    of its shareholders will be held on December 9, 2015 at 10:00 a.m. EST at the offices    of Fogler, Rubinoff LLP, Tribute's legal counsel, at 77 King Street West, Suite 3000,    Toronto, Ontario. Such POZEN and Tribute meetings are being held to seek stockholder    and shareholder approval, respectively, of the transaction agreement and the merger    related matters.

   

POZEN is expected to immediately begin mailing a proxy statement/prospectus to its    stockholders. This proxy statement/prospectus on Form S-4 will provide information    for POZEN stockholders related to the transaction as well as instructions for POZEN    stockholders on voting. POZEN's stockholders of record as of the close of business on    October 28, 2015 are entitled to vote at the POZEN stockholder meeting.

   

Tribute is expected to mail its management information circular (the "Information    Circular") in the coming days, a copy of which will be available on the System for    Electronic Document Analysis Retrieval ("SEDAR") website maintained by the Canadian    Securities Administrators at www.sedar.com and on    the SEC's website at www.sec.gov. Tribute's    shareholders of record as of the close of business on November 9, 2015 are entitled    to vote at the Tribute shareholder meeting.

   

The Board of Directors of POZEN has unanimously recommended that POZEN    stockholders vote to approve the transaction to be considered at POZEN's special    meeting of its stockholders and the other proposals set forth in the proxy    statement/prospectus on Form S-4. The Board of Directors of Tribute has unanimously    recommended that Tribute shareholders vote to approve the transaction to be    considered at Tribute's special meeting of its shareholders and the other proposals    set forth in the Information Circular.

   

Transaction Terms and Structure

   

POZEN has formed a new company named Aralez Pharmaceuticals Limited, organized    under the laws of Ireland. An indirect U.S. subsidiary of Aralez will merge with    POZEN, with POZEN surviving as a wholly-owned subsidiary of Aralez. Similarly, an    indirect Canadian subsidiary of Aralez will acquire Tribute, through a plan of    arrangement, with Tribute surviving as a wholly-owned indirect subsidiary of Aralez.    At closing, each share of POZEN common stock will be converted into the right to    receive one Aralez ordinary share and each common share of Tribute (other than    dissenting shares) will be exchanged for 0.1455 Aralez ordinary shares. As of October    28, 2015, POZEN had approximately 32.8 million shares of common stock outstanding and    approximately 39.5 million fully diluted shares of common stock outstanding, and    Tribute had approximately 126.2 million common shares outstanding and approximately    160.0 million fully diluted common shares outstanding. The transaction will be    taxable to the POZEN stockholders and certain of the Tribute shareholders. Upon    closing, it is expected that Aralez will re-register as a public limited company in    Ireland and be named Aralez Pharmaceuticals plc. Aralez has applied to list its    ordinary shares on NASDAQ and the TSX.

   

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.

   

Additional Information and Where to Find It

   

INVESTORS AND SECURITY HOLDERS 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 BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT ARALEZ, POZEN,    TRIBUTE AND THE PROPOSED TRANSACTION. Investors and security holders 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 security holders will be able to obtain free copies of the Information    Circular and other documents filed by Tribute on SEDAR at www.sedar.com and on the SEC's website at www.sec.gov. Investors and security holders may obtain free    copies of the documents filed by POZEN 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 and Tribute 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 in connection with the proposed transaction. Information    regarding the special interests, if any, of these directors and executive officers in    the proposed transaction are 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 Inc. 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.

   

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 TSXV under the symbol "TRX" and on the    OTCQX 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 anticipated equity and debt financings and    the closings thereof; the combined company's strategy, plans, objectives,    expectations (financial or otherwise) and intentions, future financial results and    growth potential, anticipated product portfolio, development programs and management    structure; 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 TSX; 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 our product candidates; costs and delays in the    development and/or FDA approval of our 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,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, and in the registration    statement on Form S-4. We undertake no duty or obligation to update any    forward-looking statements contained in this presentation 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.

   

Contact:

   

POZEN Inc.
    Bill Hodges, 919-913-1030
    Chief Financial Officer

   

Nichol Ochsner, 919-913-1030
    Executive Director, Investor Relations & Corporate Communications

   

Tribute Pharmaceuticals Canada Inc.
    Scott Langille, 905-876-3166
    Chief Financial Officer

 

Released November 6, 2015

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