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
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.
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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/
POZEN Inc.Bill Hodges, Chief Financial
Officer919-913-1030orStephanie BonestellManager, Investor Relations
& Public Relations919-913-1030orJames Golden or Joe
SnodgrassJoele Frank, Wilkinson, Brimmer &
Katcher212-355-4449orTribute Pharmaceuticals Canada Inc.Scott
Langille, Chief Financial Officer905-876-3166
Tribute Pharmaceuticals Canada (TSXV:TRX)
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