Mr. Rob Harris reports
POZEN ANNOUNCES STRATEGIC ACQUISITION OF TRIBUTE AND GROWTH CAPITAL COMMITMENT FROM LEADING HEALTHCARE SPONSORS
Pozen Inc., a pharmaceutical company committed
to developing medicine that transforms lives, will acquire Tribute Pharmaceuticals Canada Inc. in a transaction valued at approximately $146-million (U.S.). Upon completion of the acquisition, which is expected to occur
in the fourth quarter of 2015, the combined company will be named Aralez
Pharmaceuticals PLC and domiciled in
Ireland. Upon closing, Aralez is expected to trade on the Nasdaq and the Toronto Stock Exchange.
- Transformative transaction creates premier specialty pharma company focused on cardiovascular treatments;
- $350-million (U.S.) capital commitment from Deerfield-led syndicate to finance commercial launch, and pursue strategic acquisitions and growth opportunities;
- Adrian Adams will lead world-class management team with record of growth and innovation.
The acquisition will create a premier specialty pharmaceutical company
with a broad portfolio of commercial products, and a growth plan focused
on innovative products and acquisitions, and the commercialization of
portfolio products in the United States and Canada. The company will
also be well positioned to expand its foreign presence through potential
international sales, and licensing, manufacturing and product development.
Today, Pozen's lead proprietary product is Yosprala, a
co-ordinated-delivery tablet designed to provide the cardiovascular
benefit of aspirin while reducing its gastrointestinal side effects.
Pozen also has two commercial pain products, Vimovo and Treximet,
which are marketed by partners worldwide. Tribute's highly complementary
portfolio includes Fibricor, Bezalip SR and Visken/Viskazide for
various cardiovascular indications; Cambia, and Fiorinal and Fiorinal
C for acute migraines and tension headaches, respectively; and a range
of other specialty products. Tribute also is pursuing active and continuing business development activities.
With this foundation, and with the significant investment led by
Deerfield, and including QLT Inc. and other co-investors, the company
intends to build a specialty pharmaceutical platform with an initial
focus on the commercialization of Yosprala and other cardiovascular
products.
"Pozen is focused on becoming a leading player in the North American
specialty pharmaceuticals space, and we expect this transformative
acquisition to enhance our offerings while providing significant
benefits for all of our stakeholders," said Mr. Adams, chief
executive officer of Pozen, who will lead the combined company.
"Tribute's strong presence in Canada, along with the committed capital
to fund ongoing growth opportunities, provides Pozen with the broad
capabilities to execute against its objectives. I have tremendous
respect for Rob Harris, and what he and the entire Tribute team have
built; we look forward to welcoming them to Pozen."
Mr. Harris, president and chief executive officer of Tribute, said: "We
are very pleased to join with Pozen, and have the opportunity to leverage
the expertise of its management team across the health care,
pharmaceutical and, in particular, cardiovascular sectors. Our
businesses are highly complementary, and with access to additional, lower
cost of capital, our ability to further expand our product portfolio
increases significantly from where Tribute was prior to this
transaction."
Capital investment
In connection with the acquisition, a syndicate of leading health care
investors, led by Deerfield, has committed up to $350-million (U.S.) in
growth capital for the combined company, intended to support the
anticipated commercial launch of Yosprala and for future acquisitions.
Such financing is expected to close simultaneously with the closing of
the transaction with Tribute. The proposed investment in Aralez includes:
- $75-million (U.S.) of equity at a purchase price of $7.20 (U.S.) per ordinary
share;
- $75-million (U.S.) in 2.5-per-cent convertible senior secured notes due six years
from issuance with a conversion price of $9.54 (U.S.) per ordinary share;
- Up to $200-million (U.S.) committed senior secured debt facility to finance future acquisitions.
"This is an ideal opportunity to invest in a team, led by Adrian Adams,
that knows how to foster innovation in health care," said James Flynn,
managing partner at Deerfield. "On behalf of our other investors, we
offer our full support and look forward to seeing real change in the
market in the not-so-distant future."
Mr. Adams also commented on the financing, saying: "We are delighted
that Deerfield, a leading health care investor with a track record of
support for innovative companies, is our partner in creating Aralez.
With this tangible vote of confidence, Aralez will have a unique mix of
capital, products and talent, enabling us to drive significant
innovation and growth."
Compelling strategic rationale of the acquisition:
- World-class management: Mr. Adams (chief executive officer)
and Andrew Koven (president and chief business officer) formerly led
companies including Auxilium, Inspire, Sepracor and Kos;
- Broad 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, tax-advantaged,
company with ample liquidity to commercialize existing portfolio
products, including Yosprala, and to explore additional acquisition
opportunities;
- Platform for growth: Team, corporate structure, financial
profile and Irish domicile set the stage for sustained long-term
growth, both organically and through acquisitions.
Transaction terms and structure
Pozen has formed a new company, to be named Aralez Pharmaceuticals
Ltd., 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 share. As a result of the proposed
transaction and before giving effect to the contemplated financing,
stockholders of Pozen will own approximately 66 per cent of Aralez, and
shareholders of Tribute would own approximately 34 per cent 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 June 5, 2015, Pozen
had 32.4 million common shares outstanding and 37.5 million fully
diluted shares (using the treasury stock method), and Tribute had 116.1
million common shares outstanding and 133.3 million fully diluted shares
(using the treasury stock method). The transaction will be taxable to the
Pozen stockholders and Tribute shareholders. Upon closing, it is
expected that Aralez will reregister as a public limited company in
Ireland and be named Aralez Pharmaceuticals PLC. Aralez will apply to
list its ordinary shares on the Nasdaq and the TSX.
On June 2, 2015, Pozen announced the formation of Pozen Ltd., a
wholly owned Irish subsidiary, to expand its geographic footprint and
increase its global presence, including potential international sales,
manufacturing and product development.
Leadership team
Mr. Adams, appointed to serve as chief executive officer of Pozen on
June 1, 2015, will serve as chief executive officer of the combined
company. Mr. Adams is a highly qualified pharmaceutical executive with
more than 30 years of experience in the industry, and a reputation for
growing organizations by excellence in commercialization and by
executing on business development opportunities that deliver compelling
growth and value for shareholders. He most recently served as chief
executive officer and president of Auxilium Pharmaceuticals Inc., a
specialty pharmaceutical company, until its acquisition by Endo
International PLC in January, 2015.
Prior to joining Auxilium, Mr. Adams served as chairman and chief
executive officer of Neurologix Inc., a company focused on development
of multiple innovative gene therapies for disorders of the brain and
central nervous system. Prior to that, Mr. Adams served as president and
chief executive officer of Inspire Pharmaceuticals Inc., where he
oversaw the commercialization and development of prescription
pharmaceutical products, and led the company through a strategic
acquisition by global pharmaceutical leader Merck & Co. Inc. Before
Inspire, Mr. Adams served as president and chief executive officer of
Sepracor Inc. Before Sepracor, Mr. Adams was president and chief
executive officer of Kos Pharmaceuticals Inc. Mr. Adams has also held
general management, and senior international and national marketing
positions at SmithKline Beecham, Novartis and ICI.
In addition, Mr. Koven will serve as president and chief business
officer. Mr. Koven most recently served as chief administrative officer
and general counsel of Auxilium Pharmaceuticals. Prior to joining
Auxilium, Mr. Koven served as president and chief administrative officer
of Neurologix, executive vice-president, and chief administrative and
legal officer of Inspire Pharmaceuticals, executive vice-president, general counsel and corporate secretary of Sepracor, executive vice-president, general counsel and corporate secretary of Kos
Pharmaceuticals, and general counsel and secretary at Lavipharm
Corp. Mr. Koven's industry experience also includes positions in
the legal department at Warner Lambert Company and as a corporate
securities associate at Cahill Gordon & Reindel.
Closing and approvals
The transaction, which has been unanimously approved by the boards of
directors of each of the constituent companies, is subject to approval
by the stockholders of Pozen and Tribute, the satisfaction of customary
closing conditions for transactions of this nature, and certain
regulatory approvals.
Advisers
Guggenheim Securities LLC acted as financial adviser to Pozen in
connection with the acquisition and financing transactions. Deutsche
Bank Securities Inc. also served as financial adviser to Pozen, with
legal advisers DLA Piper LLP in the United States and Canada, and A&L
Goodbody in Ireland. Bloom Burton & Co. and KES VII Capital Inc. served
as financial advisers to Tribute, with Fogler, Rubinoff LLP serving as
legal counsel in Canada, Troutman Sanders LLP in the United States and
Walkers in Ireland.
Additional information and where to find it
In connection with the proposed transaction, Aralez, Pozen and Tribute
will be filing documents with the Securities and Exchange Commission, including a registration
statement on Form S-4 that will include the proxy statement/prospectus
relating to the proposed transaction and an information circular. 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 an 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 website. Investors and securityholders will be able to obtain free copies of
the information circular and other documents filed by Tribute on the SEDAR website
maintained by the Canadian securities administrators.
Investors and securityholders may obtain free copies of the documents
filed by Pozen with the SEC on Pozen's website 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 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 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
Dec. 31, 2014, filed with the SEC.
About Pozen
Pozen is a specialty pharmaceutical company that to date 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 Food and Drug Administration approval of two self-invented products. Financed 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 Pozen's website.
About Deerfield Management Company
Deerfield is an investment management firm,
committed to advancing health care through investment, information and
philanthropy. For more information about Deerfield, please visit its website.
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