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Re: Enterprising Investor post# 572

Monday, 02/01/2016 7:24:13 PM

Monday, February 01, 2016 7:24:13 PM

Post# of 580
Tribute Announces Results of Shareholder Vote (2/01/16)

MILTON, ONTARIO--(Marketwired - Feb. 1, 2016) - Tribute Pharmaceuticals Canada Inc. (TSX VENTURE:TRX)(OTCQX:TBUFF) ("Tribute" or the "Company"), a specialty pharmaceutical company with a primary focus on the acquisition, licensing, development and promotion of healthcare products in Canada and the U.S., today announced that it has received overwhelming shareholder approval of the previously announced plan of arrangement (the "Arrangement") with, among others, Aralez Pharmaceuticals Inc. ("Aralez") (see press release dated December 7, 2015), which forms part of the pending transaction with POZEN Inc. ("POZEN") (NASDAQ:POZN).

Of the votes cast at the Tribute shareholder's meeting held today, approximately 99.81% voted in favour of the special resolution approving the Arrangement.

The Company will now apply to the Ontario Superior Court of Justice (Commercial List) for a final order (the "Final Order") approving the Arrangement. The hearing in respect of the Final Order is expected to take place on February 2, 2016 at 10:00 a.m. (Toronto time) at 330 University Avenue, Toronto, Ontario.

Provided that the Final Order is granted, and the remaining conditions are satisfied including approval of the POZEN shareholders at its meeting scheduled for February 2, 2016, it is anticipated that the Arrangement will close on or about February 5, 2016.

Transaction Terms and Structure

In connection with the transaction, POZEN formed Aralez, organized under the laws of British Columbia, Canada. Pursuant to the terms of the proposed transaction, a Canadian subsidiary of Aralez ("Can Merger Sub") will amalgamate with Tribute by way of the Arrangement, Upon completion of the Arrangement, Tribute and Can Merger Sub will continue as one corporation ("Amalco") and Amalco will become a wholly-owned subsidiary of Aralez. Similarly, an indirect U.S. subsidiary of Aralez will merge with POZEN, with POZEN surviving as an indirect wholly-owned subsidiary of Aralez. At closing, each share of POZEN common stock will be converted into the right to receive one Aralez common share and each common share of Tribute (other than dissenting shares) will be exchanged for 0.1455 of an Aralez common share. As a result of the proposed transaction and before giving effect to a contemplated concurrent financing, stockholders of POZEN will own approximately 64 percent of Aralez and shareholders of Tribute will own approximately 36 percent of Aralez, in each case prior to giving effect to any exercise of any outstanding options or warrants or vesting and delivery of any restricted stock units of either company after the date hereof. It is a condition of closing that the common shares of Aralez be approved for listing on the NASDAQ, subject to official notice of issuance, and conditionally approved on the Toronto Stock Exchange ("TSX").

Additional Information and Where to Find It

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ ARALEZ'S REGISTRATION STATEMENT ON FORM S-4 AND POZEN'S RELATED PRELIMINARY AND DEFINITIVE PROXY/PROSPECTUS AS WELL AS TRIBUTE'S INFORMATION CIRCULAR BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT ARALEZ, POZEN, TRIBUTE AND THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of these documents and other related documents filed with the SEC at the SEC's website at www.sec.gov. Investors and security holders may obtain free copies of the Information Circular and other documents filed by Tribute on the System for Electronic Document Analysis Retrieval ("SEDAR") website maintained by the Canadian Securities Administrators at www.sedar.com. Investors and security holders may obtain free copies of the documents filed by POZEN with the SEC on POZEN's website at www.pozen.com under the heading "Investors" and then under the heading "SEC Filings" and free copies of the documents filed by Tribute with the SEC on Tribute's website at www.tributepharma.com under the heading "Investors" and then under the heading "SEC Filings."

POZEN, Tribute and Aralez and their respective directors and executive officers may be deemed participants in the solicitation of proxies from the stockholders of POZEN and shareholders of Tribute and Aralez in connection with the proposed transaction. Information regarding the special interests, if any, of these directors and executive officers in the proposed transaction is included in the proxy statement/prospectus and Information Circular described above. Additional information regarding the directors and executive officers of POZEN and Tribute is contained in their respective annual reports on Form 10-K for the year ended December 31, 2014 filed with the SEC.

This communication does not constitute an offer to sell, or the solicitation of an offer to sell, or the solicitation of an offer to subscribe for or buy, any securities nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

For full prescribing information refer to the individual product websites.

About Tribute

Tribute is a specialty pharmaceutical company with a primary focus on the acquisition, licensing, development and promotion of healthcare products in Canada and the U.S. markets.

Tribute markets Cambia® (diclofenac potassium for oral solution), Bezalip® SR (bezafibrate), Soriatane® (acitretin), NeoVisc® (1.0% sodium hyaluronate solution) Uracyst® (sodium chondroitin sulfate solution 2%), Fiorinal®, Fiorinal® C, Visken®, Viskazide®, Collatamp® G, Durela®, Proferrin®, Iberogast®, MoviPrep®, Normacol®, Resultz®, Pegalax®, Balanse®, Balanse® Kids, Diaflor™, Mutaflor®, and Purfem® in the Canadian market. Additionally, NeoVisc® and Uracyst® are commercially available and are sold globally through various international partnerships. Tribute also has the exclusive U.S. rights to Fibricor® and its related authorized generic. In addition, it has the exclusive U.S. rights to develop and commercialize Bezalip® SR in the U.S. and has the exclusive right to sell bilastine, a product licensed from Faes Farma for the treatment of allergic rhinitis and chronic idiopathic urticaria (hives), in Canada. The exclusive license is inclusive of prescription and non-prescription rights for bilastine, as well as adult and pediatric presentations in Canada. This product is subject to receiving Canadian regulatory approval. Tribute also has the Canadian rights to ibSium®, which was approved in Canada in June 2015 and two additional pipeline products including Octasa® and BedBugz™, both of which are pending submission to Health Canada.

Tribute's common shares are traded on the TSX Venture Exchange under the symbol "TRX" and on the OTCQX International under the symbol "TBUFF". For more detailed company information, including copies of this and other press releases, please visit www.tributepharma.com.

About POZEN

POZEN is a specialty pharmaceutical company that has historically focused on developing novel therapeutics for unmet medical needs and licensing those products to other pharmaceutical companies for commercialization. By utilizing this business model, POZEN has successfully developed and obtained United States Food and Drug Administration ("FDA") approval of two self-invented products. Funded by these milestones/royalty streams, POZEN has created a portfolio of cost-effective, evidence-based integrated aspirin therapies designed to enable the full power of aspirin to be realized by reducing its GI damage.

POZEN's common stock is traded under the symbol "POZN" on The NASDAQ Global Market. For more detailed company information, including copies of this and other press releases, please visit www.pozen.com.

http://www.marketwired.com/press-release/tribute-announces-results-of-shareholder-vote-otcqx-tbuff-2092828.htm

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