-POZEN and Tribute Evaluating Canadian Domicile for Aralez
Pharmaceuticals-
CHAPEL HILL, N.C. and
MILTON, Ontario, Nov. 23, 2015 /CNW/ -- POZEN Inc. ("POZEN")
(NASDAQ: POZN) and Tribute Pharmaceuticals Canada Inc. ("Tribute")
(TSX VENTURE:TRX) (OTCQX International:TBUFF) today provided an
update on their pending combination transactions. The companies
have reviewed the recent guidance from the U.S. Treasury's Notice
2015-79 issued on November 19, 2015
and its potential impact on the proposed transaction. POZEN and
Tribute remain committed to combining their respective businesses
and are considering a Canadian domicile for Aralez Pharmaceuticals
("Aralez"), the new parent entity for the combined companies. With
the planned business operations in Ireland, Canada and the
United States, the Canadian domicile offers substantially
similar financial, tax and competitive advantages to an Irish
domicile, and will benefit from Tribute's business foundation and
strong presence in Canada where
Tribute was incorporated and from where it has always operated. The
parties further believe that a Canadian domicile will be in
compliance with the new Treasury Department Guidance and are
working diligently and expeditiously on an alternative transaction
structure that would be in the best interest of their respective
securityholders, and the parties are further considering the
Treasury Department Guidance as they continue to arrive at this
alternative transaction structure.
"We remain fully committed to the transaction with Tribute,
which continues to be in alignment with the original premise and
strategic rationale outlined for Aralez that offers significant
benefits for all of our stakeholders," said Adrian Adams, Chief Executive Officer of POZEN
Inc. "A Canadian domicile will provide Aralez with a substantially
similar tax efficient structure and compelling platform to execute
our growth strategy."
"We continue to fully support our combination with POZEN," said
Rob Harris, President and Chief
Executive Officer of Tribute. "The proposed transaction will see
the formation of a new, premier North American pharmaceutical
company, offer strategic synergies, expanded product and
territorial reach and a more competitive structure from which to
grow our business."
Additional Information and Where to Find It
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
REGISTRATION STATEMENT ON FORM S-4/A FILED BY ARALEZ
PHARMACEUTICALS ON OCTOBER 30, 2015
AND THE RELATED 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". Investors and
security holders of the parties should note that if the structure
of the proposed transaction among the parties changes and a
Canadian domicile is used, then the disclosure in the registration
statement on Form S-4 and the meeting materials prepared and mailed
by the parties to their securityholders will need to be revised,
updated and re-circulated to reflect such changes to such
transaction.
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.
For full prescribing information refer to the individual product
websites.
About POZEN
POZEN 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 TSX Venture Exchange
under the symbol "TRX" and on the OTCQX International 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 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 Canadian domicile offering substantially similar
financial, tax and competitive advantages to an Irish domicile; 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
Toronto Stock Exchange; 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 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 filed by Aralez Pharmaceuticals on
Form S-4/A on October 30, 2015. We
undertake no duty or obligation to update any forward-looking
statements contained in this press release 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.
Contacts:
POZEN Inc.
Bill Hodges,
Chief Financial Officer
919-913-1030
Nichol Ochsner
Executive Director, Investor Relations
& Corporate Communications
919-913-1030
Tribute Pharmaceuticals Canada Inc.
Scott Langille, Chief Financial Officer
905-876-3166
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SOURCE POZEN Inc.