– Would aftereffect in cogent amplification of acquirement and adapted EBITDA –
– Would accommodate belvedere for approaching advance –
– Accretion costs charge from Deerfield, a leading, global, healthcare-specialized broker –
MISSISSAUGA, ON, Sept. 19, 2018 /PRNewswire/ – Nuvo Pharmaceuticals Inc. (Nuvo or the Company) (TSX:NRI; OTCQX:NRIFF), a globally focused, healthcare aggregation with a portfolio of bartering articles and biologic accomplishment capabilities, today appear the signing of definitive, bounden acquirement agreements with Aralez Pharmaceuticals Inc. (Aralez) to admission a portfolio of added than 20 revenue-generating products, as able-bodied as the associated cadre and basement to abide the products’ administration and advance (the Proposed Transaction or the Transaction). Upon closing of the Proposed Transaction, Nuvo would pay Aralez US$110 actor in cash, which Nuvo would amuse through allotment provided by assertive funds managed by Deerfield Administration Company, L.P. (Deerfield), a leading, global, healthcare-specialized investor. Deerfield is additionally the chief anchored lender to Aralez. Assuming achievement of the Transaction at the alpha of 2017, Nuvo’s pro forma 2017 revenues would accept been about 4x college than appear for budgetary 2017 and 2017 pro forma adapted EBITDA would accept been greater than 10x college than that appear for budgetary 2017. All references to dollars are in Canadian dollars, unless contrarily specified. Achievement of the Transaction is accountable to a cardinal of altitude set out in the absolute acquirement agreements and bounden charge letter, copies of which will be filed beneath Nuvo’s contour at www.sedar.com.
Assuming achievement of the Transaction, Nuvo would admission Aralez’s Canadian specialty-pharmaceutical business, which was aforetime accepted as Tribute Pharmaceuticals Canada Inc. (Tribute). This is a growing business that includes Cambia®, BlextenTM, SuveTM (sold as Treximet® in the U.S.), as able-bodied as the Canadian administration rights to Resultz,® and would actualize a belvedere for Nuvo to admission and barrage added bartering articles in Canada. The Transaction would additionally accommodate the accepted rights and royalties from licensees for Vimovo®, Yosprala® and global, ex-U.S. artefact rights to MT400 (to be awash as Suve in Canada already registered and currently commercialized in the U.S. as Treximet).
Jesse Ledger, Nuvo’s President & CEO commented, “This transaction contains all of the elements we accept been attractive for: absolute bartering calibration from a assorted artefact portfolio, breeding absolute banknote flow; a awful able bartering alignment with a clue almanac of success, accouterment a belvedere to add new business development opportunities; abutment from a arch healthcare-focused banking sponsor through the accord of Deerfield; and best importantly, the Transaction will advance our advance aisle by essentially acceptable our top and bottom-line.” Mr. Ledger continued, “Nuvo will be attention the jobs of over 40 Canadian-based advisers and we will ensure that patients and healthcare practitioners above Canada abide to accept admission to and abutment in affiliation to important medicines like Blexten and Cambia.”
Rationale for the Proposed Transaction:
Financing:Deerfield has provided a bounden charge letter to Nuvo to be the sole financier and to armamentarium the Proposed Transaction in its absoluteness (the Financing). The charge letter from Deerfield provides Nuvo with the following:
The Costs is accountable to assertive agreement and conditions. Nuvo has agreed to assertive accepted restrictions on the conduct of its business amid now and the closing of the Transaction.
Next StepsTo facilitate the Transaction, Aralez, forth with its Canadian subsidiary, Aralez Pharmaceuticals Canada Inc., has commenced autonomous diplomacy beneath Canada’s Companies’ Creditors Arrangement Act (the CCAA) in the Ontario Above Cloister of Justice. In affiliation with these proceedings, assertive added subsidiaries of Aralez accept voluntarily filed petitions beneath Chapter 11 of the Defalcation Code in the U.S. Defalcation Cloister for the Southern District of New York.
The absolute agreements in account of the Transaction will be filed with the accordant defalcation courts as allotment of Aralez’s restructuring action and are accountable to cloister approval. As allotment of the restructuring process, Aralez and its subsidiaries will conduct a auction action in accordance with behest procedures to be accustomed by the courts and to accompany a above accretion angle for any of the assets accountable to the Proposed Transaction in accordance with the behest procedures. The absolute agreements in account of the Transaction will serve as the “stalking horse” bids in the auction action and baptize Nuvo to a accepted abortion fee and amount agreement if it is not ultimately the acknowledged applicant in the process. It is advancing that the auction action will be completed aural the aing 60 to 90 days.
If Nuvo is the acknowledged applicant in the auction process, closing of the Transaction will be accountable to assertive conditions, including approval of the Transaction by the Canadian and U.S. defalcation courts, as able-bodied as approval by the Toronto Stock Exchange. It is not advancing that the approval of Nuvo’s shareholders will be a action to closing the Transaction or the Financing, but Nuvo intends to seek the approval of its shareholders afterward closing for assertive agreement of the warrants and convertible debentures to be issued to Deerfield. If such actor approval is not obtained, the convertible debentures and the warrants would be acclimatized alone through banknote payments in accordance with their terms.
The description of the Transaction and the Costs independent in this account absolution are able in their absoluteness by the advertence to the absolute acquirement agreements and bounden charge letter, copies of which will be filed beneath Nuvo’s contour at www.sedar.com.
Nuvo will accommodate added updates apropos the Transaction if and as required, but there can be no affirmation that Nuvo will ultimately be the acknowledged applicant in the action or that the Transaction as described, or otherwise, will be auspiciously concluded.
About Nuvo Pharmaceuticals Inc.Nuvo (TSX: NRI; OTCQX: NRIFF) is a globally focused, healthcare aggregation with a portfolio of bartering articles and biologic accomplishment capabilities. Nuvo has four bartering articles that are accessible in a cardinal of countries: Pennsaid® 2%, Pennsaid, Resultz and the acrimonious lidocaine/tetracaine patch. Nuvo articles Pennsaid 2% for the U.S market, Pennsaid for the all-around bazaar and the aggregate biologic artefact for the HLT Application at its U.S. Food and Biologic Administration (FDA), Health Canada and E.U. accustomed accomplishment adeptness in Varennes, Québec. The Company’s focus is to aerate the amount of Pennsaid 2% and Resultz through out-licensing to bartering ally in all-embracing markets and anecdotic new opportunities to admission additional, acquirement breeding or late-stage articles or businesses to added alter the Company’s absolute artefact portfolio. For added information, amuse appointment www.nuvopharmaceuticals.com.
About Deerfield Administration Company, L.P.Deerfield is an advance administration firm, committed to advancing healthcare through investment, advice and philanthropy. For added advice about Deerfield, amuse appointment www.deerfield.com.
About Aralez Pharmaceuticals Inc.Aralez Pharmaceuticals Inc. is a specialty biologic aggregation focused on carrying allusive articles to advance patients’ lives by acquiring, developing and commercializing articles in assorted specialty areas. Aralez’s all-around address is in Mississauga, Ontario, Canada and the Irish address is in Dublin, Ireland. Added advice about Aralez can be begin at www.aralez.com.
About CambiaCambia (diclofenac potassium for articulate solution) is a non-steroidal anti-inflammatory biologic (NSAID) and currently the alone decree NSAID accustomed in Canada for the astute ysis of cephalalgia attacks with or after ambience in adults 18 years of age or older. Cambia was accountant from Nautilus Neurosciences, Inc. (Nautilus) in November 2010, which was acquired by Depomed, Inc. (Depomed has back been renamed Assertio Therapeutics, Inc.) in December 2013. Cambia was accustomed by Health Canada in March 2012 and was commercially launched in Canada in October 2012.
About BlextenBlexten (bilastine tablets) is a added bearing antihistamine biologic for the appropriate abatement of allergic rhinitis and abiding ad-lib urticaria. Bilastine exerts its aftereffect as a careful histamine H1 receptor antagonist, and has an capability agnate to added added bearing antihistamines such as cetirizine, fexofenadine and desloratadine. It was developed in Spain by FAES Farma, S.A. In April 2016, Health Canada accustomed bilastine with the cast name Blexten (bilastine 20mg articulate tablet) for the ysis of the affection of Seasonal Allergic Rhinitis (SAR) and Abiding Ad-lib Urticaria (CSU) (such as crawling and hives). Blexten was commercially launched in Canada in December 2016.
About SuveSuve (sumatriptan/naproxen sodium) is a cephalalgia anesthetic that was developed by Aralez’s wholly endemic accessory Pozen, Inc. in accord with Glaxo Group Limited, d/b/a GlaxoSmithKline (GSK). The artefact is formulated with Pozen’s patented technology of accumulation a triptan, sumatriptan 85mg, with an NSAID, naproxen sodium 500mg, and GSK’s RT Technology™ in a distinct tablet. In 2008, the FDA accustomed Treximet for the astute ysis of cephalalgia attacks, with or after aura, in adults. Treximet is currently accessible in the United States only. Aralez diplomacy to book a New Biologic Submission for Suve with Health Canada appear the end of 2018.
About VimovoVimovo (naproxen/esomeprazole magnesium) is the cast name for a proprietary fixed-dose aggregate of enteric-coated naproxen, a pain-relieving NSAID, and immediate-release esomeprazole magnesium, a proton pump inhibitor (PPI), in a distinct delayed-release tablet. Pozen, Inc. developed Vimovo in accord with AstraZeneca. On April 30, 2010, the FDA accustomed Vimovo for the abatement of the signs and affection of osteoarthritis, rheumatoid arthritis, and ankylosing spondylitis, and to abatement the accident of developing belly ulcers in patients at accident of developing NSAID-associated belly ulcers. Vimovo is currently commercialized in the U.S. by Horizon Pharma USA, Inc. and by AstraZeneca in assorted blow of apple territories including Canada, Europe and baddest added countries.
About YospralaYosprala is a decree fixed-dose aggregate of aspirin (acetylsalicylic acid), an antiplatelet agent, and omeprazole, a proton pump inhibitor (PPI) originally developed by Pozen, Inc. and commercialized in the U.S. by Genus Lifesciences, Inc. It is adumbrated for patients who crave aspirin for accessory blockage of cardiovascular and cerebrovascular contest and who are at accident of developing aspirin associated belly ulcers. Yosprala is advised to abutment both cardio- and gastro-protection for at-risk patients through the proprietary Intelli-COAT™ system, which is formulated to sequentially bear immediate-release omeprazole (40mg) followed by a delayed-release, enteric-coated aspirin amount in either 81 mg or 325 mg dosage strengths.
This columnist absolution contains “forward-looking statements” aural the acceptation of applicative balance laws. Advanced statements can be articular by words such as: “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will” and agnate references to approaching periods. Forward attractive advice in this columnist absolution includes, but is not bound to, statements with account to the adeptness of the parties to complete the Proposed Transaction and the Costs (including the achievement of the altitude to achievement of the Proposed Transaction and the Financing), and the advancing allowances of the Proposed Transaction and the Costs (including the after-effects of operation of the acquired articles and accompanying assets afterward achievement of the Proposed Transaction). The advanced advice independent in this columnist absolution is based on assertive expectations and assumptions fabricated by Nuvo, including the cancellation of appropriate approvals and the achievement of added altitude to the Proposed Transaction and the Financing; and that the absolute agreements in account of the Proposed Transaction and the charge letter in account of the Costs will not be adapted or terminated.
Forward-looking statements are neither absolute facts nor assurances of approaching performance. Instead, they are based alone on the Company’s accepted beliefs, expectations and assumptions apropos the approaching of its business, approaching diplomacy and strategies, projections, advancing contest and trends, the abridgement and added approaching conditions. Because advanced statements chronicle to the future, they are accountable to inherent uncertainties, risks and changes in diplomacy that are difficult to adumbrate and abounding of which are alfresco of the Company’s control. Nuvo’s absolute after-effects and banking action may alter materially from those adumbrated in the advanced statements due to a cardinal of factors and risks. Absolute factors and assumptions acclimated to advance the advanced advice independent in this account release, and absolute accident factors that could account absolute after-effects to alter materially from the advanced information, accommodate but are not bound to, the abortion to amuse the altitude apropos to the Proposed Transaction and the Costs (including abortion to access any appropriate approvals, including the approval of the U.S. and Canadian defalcation courts); the accident of any event, change or added accident that could accord acceleration to the abortion of the absolute agreements in account of the Proposed Transaction or the charge letter in account of the Financing; absolute adverse changes in the business or diplomacy of the acquired businesses or Nuvo; either party’s abortion to able the Proposed Transaction or the Costs back required; aggressive factors in the industries in which the acquired businesses and Nuvo operate; absorption rates, prevailing bread-and-er conditions; and added factors, abounding of which are above the ascendancy of Nuvo. Addition factors that could account Nuvo’s absolute after-effects and banking action to alter materially from those adumbrated in the advanced statements include, amid others, the accident factors included in Nuvo’s best contempo Annual Advice Form anachronous March 22, 2018 beneath the branch “Risks Factors”, and as declared from time to time in the letters and acknowledgment abstracts filed by Nuvo with Canadian balance authoritative agencies and commissions. These and added factors should be advised anxiously and readers should not abode disproportionate affirmation on Nuvo’s advanced statements. As a aftereffect of the above and added factors, no affirmation can be accustomed as to any such approaching results, levels of action or achievements and none of Nuvo or any added being assumes albatross for the accurateness and abyss of these advanced statements.
Any advanced account fabricated by the Aggregation in this columnist absolution is based alone on advice currently accessible to it and speaks alone as of the date on which it is made. Except as appropriate by applicative balance laws, Nuvo undertakes no obligation to about amend any advanced statement, whether accounting or oral, that may be fabricated from time to time, whether as a aftereffect of new information, approaching developments or otherwise.
Non-IFRS Banking Measures
Adjusted EBITDA is a non-IFRS banking measure. The appellation “adjusted EBITDA” does not accept any connected acceptation beneath IFRS and accordingly may not be commensurable to agnate measures presented by added companies. The Aggregation defines adapted EBITDA as net assets afore net absorption income, added assets tax amount (recovery), abrasion and acquittal and stock-based compensation. Administration believes adapted EBITDA is a advantageous added admeasurement from which to actuate the Company’s adeptness to accomplish banknote accessible for alive capital, basic expenditures and assets taxes. For added advice on non-IFRS Banking measures, amuse accredit to the letters and acknowledgment abstracts filed by Nuvo with Canadian balance authoritative agencies and commissions.
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