Nuvo Pharmaceuticals completes acquisition of revenue-generating products from Aralez

Nuvo’s president and CEO Jesse Ledger said: “The close of this transaction positions Nuvo as one of the premier specialty pharmaceutical companies in Canada.

“Nuvo is now truly differentiated from our peers, as we boast a Canadian national sales and marketing organization, enhanced Ireland-based infrastructure to support our international business, a world-class manufacturing facility and a diversified portfolio of growth products, including a pipeline of line extension and complementary new product opportunities.

“Our newly combined business is supported by a strong and experienced management team and business infrastructure which positions us for enhanced growth, profitability and value creation moving forward.”

Products Acquired From Aralez

Nuvo has acquired Aralez’s Canadian specialty-pharmaceutical business, which was formerly known as Tribute Pharmaceuticals Canada.  This is a growing business that includes: Cambia, Blexten, Suvexx (sold as Treximet in the U.S.), as well as the Canadian distribution rights to Resultz, and will create a platform for Nuvo to acquire and launch additional commercial products in Canada.  Nuvo has also acquired the worldwide rights and royalties from licensees for Vimovo, Yosprala and global, ex-U.S. product rights to MT400 (to be sold as Suvexx in Canada once registered and approved) which is currently commercialized in the U.S. as Treximet.

Transaction and Financing Terms

The aggregate purchase price paid by Nuvo to Aralez at closing was US$110 million (less a US$4.4 million deposit previously paid and subject to certain working capital and indebtedness adjustments).  Nuvo satisfied the purchase price through funding provided by certain funds managed by Deerfield, a leading, global, healthcare-specialized investor.  The transaction was approved by the Courts supervising Aralez’s restructuring proceeds in both Canada and the United States.

The funding arrangements with Deerfield include a 6-year, 3.5% p.a. interest amortizing loan in the principal amount of US$60 million, an 18-month 12.5% p.a. bridge loan in the principal amount of US$6.0 million, the issuance by Nuvo to Deerfield of 6-year, 3.5% p.a. interest, senior secured convertible notes in the principal amount of US$52.5 million, initially convertible into 19,444,444 common shares of the Company at a conversion price of US$2.70 (the Notes) and approximately 25,555,556 million common share purchase warrants, each such warrant initially exercisable for one common share of the Company for a period of six years from the date of issuance at an exercise price of $3.53 per share (the Warrants).

Source: Company Press Release