Aralez Pharmaceuticals US – Court Approves Bidding Procedures, Bid Protections and Auction Timetable for VIMOVO and TOPROL Assets

October 11, 2018 – The Court hearing the Aralez Pharmaceuticals US case authorized the Debtors’ proposed (i) bidding and sale procedures related to the separate sales of (a) the Debtors’ VIMOVO royalties and Canadian operations to an acquisition subsidiary of  Nuvo Pharmaceuticals and (b) the Debtors’ TOPROL assets to an acquisition subsidiary of Deerfield Management Company, (ii) bid protections related to these asset sales and (iii) auction and hearing timetable [Docket No. 171]. 

 

The order states, “The Debtors shall comply with the Bid Procedures approved hereby and as set forth in the Stalking Horse Agreements and, until the termination thereof, such other covenants and obligations set forth therein. The Auction may include the sale of the Canadian Assets, or any asset of Aralez Canada that would be transferred to the Canadian Purchaser pursuant to the Canadian Share Purchase Agreement, as authorized and approved by this Court and the Canadian Court. Qualified Bidders at the Auction may bid on any or all of the Toprol Assets, Vimovo Assets or Canadian Assets, or any asset of Aralez Canada that would be transferred to the Canadian Purchaser pursuant to the Canadian Share Purchase Agreement, as authorized and approved by the Canadian Court. However, this Court will only enter a sale order regarding the Debtors, the Purchased Assets, and the Purchased Contracts over which this Court has jurisdiction. If a Seller does not receive a Qualified Bid other than the Stalking Horse Bid, such Seller will not hold an Auction and the applicable Stalking Horse Purchaser shall be named the Successful Bidder on the Bid Deadline. If one or more Seller receives one or more Qualified Bids in addition to the applicable Stalking Horse Bid, such Seller(s) shall conduct the Auction regarding the applicable Purchased Assets.” The following timeline was also approved: (i) a bid deadline of November 26, 2018, (ii) an auction, if required, to be held on November 29, 2018 and (iii) a sale hearing to be held on December 4, 2018.

 

Aralez Pharmaceuticals had earlier announced that it had  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.