POZEN Schedules Stockholder Meeting for December 10, 2015
Tribute Schedules Shareholder Meeting for December 9, 2015
CHAPEL HILL, N.C. & MILTON, Ontario--(BUSINESS WIRE)--Nov. 6, 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/
Source: POZEN Inc. and Tribute Pharmaceuticals Canada Inc.
POZEN Inc.
Bill Hodges, 919-913-1030
Chief Financial Officer
or
Nichol
Ochsner, 919-913-1030
Executive Director, Investor Relations
&
Corporate Communications
or
Tribute Pharmaceuticals Canada Inc.
Scott
Langille, 905-876-3166
Chief Financial Officer
