POZEN Inc, a pharmaceutical company committed to developing medicine that transforms lives, has acquired Tribute Pharmaceuticals Canada Inc, a Canadian specialty pharmaceutical company, in a transaction valued at approximately USD146 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.
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.”
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 per cent 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.”
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."
POZEN has formed a new company, to be named Aralez Pharmaceuticals Limited, organized under the laws of Ireland (Aralez). An indirect US 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 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 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.
Adams, appointed to serve as Chief Executive Officer of POZEN on June 1, 2015, will serve as chief executive officer of the combined company.
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, 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.
In addition, Koven will serve as president and chief business officer. Koven most recently served as chief administrative officer and general counsel of Auxilium Pharmaceuticals Inc.
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.
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.