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POZEN and Tribute Announce Plan to Proceed With Merger to Form Aralez Pharmaceuticals

12/07/15
    

-Canada Domicile Provides Similar Competitive    Structure and Benefits to Ireland-

   

-Previously Scheduled Shareholder Meetings of    POZEN and Tribute to be Rescheduled-

   

CHAPEL HILL, NORTH CAROLINA and MILTON, ONTARIO -- (Marketwired) -- 12/07/15 --    POZEN Inc. ("POZEN") (NASDAQ:POZN) and Tribute Pharmaceuticals Canada Inc.    ("Tribute") (TSX VENTURE:TRX)(OTCQX: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Management Proxy Circular dated November 6, 2015, mailed by the    parties to their respective securityholders, will be withdrawn and new filings will    be made with the requisite regulatory authorities to reflect changes and updates to    the transaction structure.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.
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  • 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.
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  • Up to US$200 million committed secured debt facility to fund future      acquisitions.
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"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.
         
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  • 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.
         
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  • 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.
         
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  • Platform for Growth. Team, corporate structure, financial      profile and Irish presence set the stage for sustained long-term growth, both      organically and through acquisitions.
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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.

   

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

   

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

   

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

   

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