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Nuvo Pharmaceuticals Files Business Acquisition Report Related to Purchase of Aralez Pharmaceuticals Canada, US and International Rights to Vimovo and other Related Assets.

MANews-(C)2009-2019

18 March 2019 - Canadian healthcare company Nuvo Pharmaceuticals Inc. (TSX: NRI) (OTCQX: NRIFF) has filed a Business acquisition Report (BAR) on SEDAR related to the previously announced acquisition of a portfolio of more than 20 revenue-generating products, as well as the associated personnel and infrastructure to continue the products' management and growth from Aralez Pharmaceuticals Inc. that closed on December 31, 2018, the company said.

The BAR includes audited annual carve-out financial statements, the notes thereto and the auditor's report thereon of the Aralez Canada business and the related assets acquired from Pozen Inc. pursuant to the Aralez transaction (together, the Acquired Business), as at and for the years ended December 31, 2017 and 2016;

It also includes unaudited interim carve-out financial statements and the notes thereto of the acquired business as of and for the nine-month periods ended September 30, 2018 and 2017; and

Finally, the BAR includes unaudited pro forma combined financial statements and notes thereto of the company that give effect to the Aralez transaction and the Deerfield Financing, comprised of the pro forma combined statement of loss and comprehensive loss (including pro forma loss per share) for the twelve-month period ended December 31, 2017 and the pro forma combined statement of financial position as at September 30, 2018 and the pro forma combined statement of loss and comprehensive loss (including pro forma loss per share) for the nine-month period ended September 30, 2018.

Last December, Nuvo Pharmaceuticals was informed by Aralez Pharmaceuticals Inc. that Nuvo's previously reported acquisition of Aralez's Canadian business and the Vimovo royalty stream was the most favourable bid received and that Aralez would seek court approval for the transaction.

Last August, Nuvo signed of a letter of intent to acquire a portfolio of more than 20 revenue-generating products from Aralez Pharmaceuticals Inc. (NASDAQ: ARLZ) (TSX: ARZ), as well as the associated personnel and infrastructure to continue the products' management and growth.

The letter of intent contemplates Nuvo paying Aralez CDN 110m (USD 84m) in cash at closing, which Nuvo expects to be satisfied through funding provided by certain funds managed by Deerfield Management company, L.P., a global, healthcare-specialised investor.

This transaction must be approved by the Ontario Superior Court of Justice and the US Bankruptcy Court for the Southern District of New York which oversee the respective pending proceedings involving Aralez and certain affiliates under Canada's Companies' Creditors Arrangement Act (the CCAA) and chapter 11 of the US Bankruptcy Code.

On 19 September 2018, the company announced that it had entered into definitive, binding purchase agreements with Aralez to acquire a portfolio of revenue-generating products, as well as the associated personnel and infrastructure to continue the products' management and growth, subject to a competitive bidding and auction process approved by the US and Ontario courts.

Upon closing of the Transaction, Nuvo will pay Aralez USD 110m in cash (less the USD 4.4m deposit previously paid and subject to certain working capital adjustments), which Nuvo will satisfy through funding provided by certain funds managed by Deerfield Management company, L.P. (Deerfield), a leading, global, healthcare-specialised investor.

Closing remains subject to court approvals and other customary closing conditions. Closing of the financing also remains subject to customary conditions.

Nuvo (TSX: NRI) (OTCQX: NRIFF) is a globally focused, healthcare company with a portfolio of commercial products and pharmaceutical manufacturing capabilities.

Nuvo has four commercial products that are available in a number of countries: Pennsaid 2%, Pennsaid, Resultz and the heated lidocaine/tetracaine patch.

The company's focus is to maximize the value of Pennsaid 2% and Resultz through out-licensing to commercial partners in international markets and identifying new opportunities to acquire additional, revenue generating or late-stage products or businesses to further diversify the company's existing product portfolio.

Aralez Pharmaceuticals is a specialty pharmaceutical company with global headquarters in Mississauga, Ontario, Canada and Irish headquarters in Dublin, Ireland.

Deerfield is an investment management firm.

Country: Canada

Sector: Pharmaceuticals

Target: Portfolio of more than 20 revenue-generating products

Buyer: Nuvo Pharmaceuticals

Vendor: Aralez Pharmaceuticals

Deal size in USD: 84m

Type: Corporate Acquisition

Financing: Cash

Status: Agreed

Buyer advisor: , ,

Comment: Nuvo Pharmaceuticals declared winning bidder in BK proceeding
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Publication:M & A Navigator
Geographic Code:1CANA
Date:Mar 18, 2019
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