POZEN Schedules Stockholder Meeting for
December 10, 2015
Tribute Schedules Shareholder Meeting for
December 9, 2015
POZEN Inc. (“POZEN”) (NASDAQ: POZN) and Tribute Pharmaceuticals
Canada Inc. (“Tribute”) (TSXV: TRX) (OTCQX: 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.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20151106005860/en/
POZEN Inc.Bill Hodges, 919-913-1030Chief Financial
OfficerorNichol Ochsner, 919-913-1030Executive Director, Investor
Relations& Corporate CommunicationsorTribute Pharmaceuticals
Canada Inc.Scott Langille, 905-876-3166Chief Financial Officer
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