Transformative Transaction Creates Premier Specialty Pharma Company
Focused on Cardiovascular Treatments
US$350 Million Capital Commitment from Deerfield-Led Syndicate to
Fund Commercial Launch and Pursue Strategic Acquisitions and Growth
Opportunities
Adrian Adams Will Lead World-Class Management Team with Record of
Growth and Innovation
Company Website:
http://WWW.POZEN.COM
CHAPEL HILL, N.C. & MILTON, Ontario -- (Business Wire)
POZEN Inc. (“POZEN”) (NASDAQ: POZN), a pharmaceutical company committed
to developing medicine that transforms lives, today announced the
acquisition of Tribute Pharmaceuticals Canada Inc. (“Tribute”) (TSXV:TRX
or OTCQX:TBUFF), a Canadian specialty
pharmaceutical company, in a transaction valued at approximately US$146
million. 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 (“Aralez” or the “Company”) and domiciled in
Ireland. Upon closing, Aralez is expected to trade on NASDAQ and TSX.
This Smart News Release features multimedia. View the full release here:
http://www.businesswire.com/news/home/20150608006020/en/
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
coordinated-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 ongoing
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 Adrian 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.”
Rob 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 healthcare,
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 healthcare
investors, led by Deerfield, has committed up to US$350 million 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:
-
US$75 million of equity at a purchase price of US$7.20 per ordinary
share;
-
US$75 million in 2.5% Convertible Senior Secured Notes due six years
from issuance with a conversion price of US$9.54 per ordinary share;
and
-
Up to US$200 million committed senior secured debt facility to fund
future acquisitions.
“This is an ideal opportunity to invest in a team, led by Adrian Adams,
that knows how to foster innovation in healthcare,” 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 healthcare 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. Adrian 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
Limited, organized under the laws of Ireland (“Aralez”). 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 a result of the proposed
transaction and before giving effect to the contemplated financing,
stockholders of POZEN will own approximately 66 percent of Aralez and
shareholders of Tribute would own approximately 34 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 June 5, 2015, POZEN
had 32.4 million common shares outstanding and 37.5 million fully
diluted shares (using treasury stock method) and Tribute had 116.1
million common shares outstanding and 133.3 million fully diluted shares
(using treasury stock method). The transaction will be taxable to the
POZEN stockholders and 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 will apply 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.
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 Inc. 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, Inc., Executive Vice
President, General Counsel and Corporate Secretary of Sepracor and
Executive Vice President, General Counsel and Corporate Secretary of Kos
Pharmaceuticals and General Counsel and Secretary at Lavipharm
Corporation. 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 and 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.
Advisors
Guggenheim Securities, LLC acted as financial advisor to POZEN in
connection with the acquisition and financing transactions. Deutsche
Bank Securities Inc. also served as financial advisor to POZEN, with
legal advisors 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 advisor 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 SEC, 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 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 WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL 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 the
System for Electronic Document Analysis Retrieval (“SEDAR”) website
maintained by the Canadian Securities Administrators at www.sedar.com.
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 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 Inc. 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 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® and Collatamp® G 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 stock is traded on the TSXV under the symbol TRX or 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.
About Deerfield Management Company
Deerfield is an investment management firm,
committed to advancing healthcare through investment, information and
philanthropy. For more information about Deerfield, please visit www.deerfield.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 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 financings on the
proposed terms and schedule; the parties ability to close the capital
investment on the proposed terms and schedule; the combined company
meeting the listing 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 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 the parties to protect its intellectual property and
defend its 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 Form 10-Q
for the quarter ended March 31, 2015 and in Tribute’s SEC filings and
report, including in its Annual Report on Form 10-K for the year ended
December 31, 2014 and Form 10-Q for the quarter ended March 31, 2015.
POZEN and Tribute 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 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.
View source version on businesswire.com: http://www.businesswire.com/news/home/20150608006020/en/
Contacts:
POZEN Inc.
Bill Hodges, Chief Financial Officer
919-913-1030
or
Stephanie
Bonestell
Manager, Investor Relations & Public Relations
919-913-1030
or
James
Golden or Joe Snodgrass
Joele Frank, Wilkinson, Brimmer & Katcher
212-355-4449
or
Tribute
Pharmaceuticals Canada Inc.
Scott Langille, Chief Financial Officer
905-876-3166
Source: POZEN Inc.
© 2024 Canjex Publishing Ltd. All rights reserved.