Pozen to Acquire Tribute Pharma; Raises $350 MM in Growth Capital
Pozen, a specialty pharmaceutical company based in Chapel Hill, North Carolina, has agreed to acquire Tribute Pharmaceuticals Canada Inc., 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 and domiciled in Ireland. Upon closing, Aralez is expected to trade on NASDAQ and TSX.
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 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 investment led by Deerfield and including the specialty pharmaceutical company, 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. 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.
Adrian Adams, appointed to serve as chief executive officer (CEO) of Pozen on June 1, 2015, will serve as CEO of the combined company. Mr. Adams is a highly has more than 30 years of experience in the pharmaceutical ndustry and most recently served as CEO and president of Auxilium Pharmaceuticals Inc., a specialty pharmaceutical company, until its acquisition by Endo International plc in January 2015.