Aralez Pharmaceuticals Inc. (fka ARLZQ)

[georgie18]

ARLZQ...003...Item 2.01 Completion of Acquisition or Disposition of Assets.

On March 6, 2019, Old API Wind-down Ltd. (f/k/a Aralez Pharmaceuticals Inc.) (the “ Company ”) completed its previously announced sale of the Company’s TOPROL-XL® franchise to Toprol Acquisition LLC (“ Acquisition Sub ”), for approximately $130,000,000 as a credit bid (the “ Toprol Sale ”), pursuant to the Asset Purchase Agreement (the “ APA ”), dated September 18, 2018, by and among Acquisition Sub and Aralez Pharmaceuticals Trading DAC, a subsidiary of the Company. Acquisition Sub is owned by the secured lenders of the Company, Deerfield Private Design Fund III, L.P. and Deerfield Partners, L.P.

The foregoing description of the Toprol Sale does not purport to be complete and is qualified in its entirety by the APA, which is incorporated herein by reference to Exhibit 2.3 to the Company’s Form 8-K filed with the Securities and Exchange Commission on September 19, 2018.

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