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POZEN Announces Strategic Acquisition of Tribute and Growth Capital Commitment from Leading Healthcare Sponsors

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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.

Posted-In: Press Releases

 

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