Pozen and Tribute to proceed with merger to form Aralez Pharmaceuticals

US drugmaker Pozen (Nasdaq: POZN) and Tribute Pharmaceuticals Canada (TSX:TRX) confirmed their merger plans and announced that they have entered into an amended agreement and plan of merger, which among other things, moves the domicile for their proposed parent company, Aralez Pharmaceuticals, from Ireland to Canada.

This alternative transaction structure, the parties believe, is in the best interest of their respective security holders. The companies previously announced that Pozen would acquire Tribute for $146 million, and the combined company would be renamed Aralez Pharmaceuticals (The Pharma Letter June 9). With planned business operations in Ireland, Canada and the USA, the Canadian domicile offers a substantially similar corporate and tax structure to the previous Irish domicile, and will benefit from Tribute's business foundation and strong presence in Canada where Tribute is incorporated and from where it has always operated.

The transaction is expected to close in the first quarter of 2016. It is a condition of closing that the common shares of Aralez be approved for listing on the Nasdaq and conditionally approved on Canada’s TSX.