September 19, 2018 – Aralez Pharmaceuticals Inc. (“Aralez”) announced that it entered into purchase agreements with two separate stalking horse purchasers to sell their main operating businesses: the first is an agreement to sell its VIMOVO® royalties and Canadian operations to Nuvo Pharmaceuticals Inc. (“Nuvo”) in a transaction valued at $110 million and the second an agreement to sell its TOPROL-XL® Franchise to its secured lender, Deerfield Management Company, L.P. (“Deerfield”), in a transaction valued at $130 million. Aralez had previously disclosed in a Form 8-K filed with the SEC on August 14, 2018 that the latter transaction with Deerfield was to be valued at $140 million. According to a Company press release, Deerfield has also provided a commitment to finance Nuvo’s transaction with the Company. The Company further reported that it is continuing its efforts to sell the assets not being sold in the proposed stalking horse transactions and intends to wind down its operations following the consummation of the sales.
Aralez and 6 affiliated debtors filed for Chapter 11 protection with the U.S. Bankruptcy Court in the Southern District of New York on August 10, 2018. The Company’s parent, Aralez Pharmaceuticals, along with its Canadian subsidiary, Aralez Pharmaceuticals Canada, commenced voluntary proceedings under Canada’s Companies’ Creditor Arrangement Act (the “CCAA”) in the Ontario Superior Court of Justice. The documentation in respect of the transactions has not yet been filed with the Court or reported to the SEC.
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