POZEN Inc. has acquired Tribute Pharmaceuticals Canada Inc., a Canadian specialty pharmaceutical company, in a transaction valued at approximately $146 million. Upon completion of the acquisition, which is expected to occur in the fourth quarter of 2015, the combined company will be named Aralez Pharmaceuticals plc and headquartered in Ireland.

The acquisition will create a premier specialty pharmaceutical company with a broad portfolio of commercial products and a growth plan focused on innovative products and acquisitions and the commercialization of portfolio products in the U.S. and Canada. The company will also be well positioned to expand its foreign presence through potential international sales and licensing, manufacturing and product development.

Today, POZEN’s lead proprietary product is YOSPRALA, a coordinated-delivery tablet designed to provide the cardiovascular benefit of aspirin while reducing its gastrointestinal side effects. POZEN also has two commercial pain products, VIMOVO and Treximet, which are marketed by partners worldwide. Tribute’s complementary portfolio includes Fibricor, Bezalip SR and Visken/Viskazide for various cardiovascular indications; Cambia and Fiorinal and Fiorinal C for acute migraines and tension headaches, respectively; and a range of other specialty products. Tribute also is pursuing active and ongoing business development activities.

With this foundation, and with the significant investment led by Deerfield and including QLT Inc. and other co-investors, the company intends to build a specialty pharmaceutical platform with an initial focus on the commercialization of YOSPRALA and other cardiovascular products.

“POZEN is focused on becoming a leading player in the North American specialty pharmaceuticals space, and we expect this transformative acquisition to enhance our offerings while providing significant benefits for all of our stakeholders,” said Adrian Adams, chief executive officer, POZEN, who will lead the combined company. “Tribute’s strong presence in Canada, along with the committed capital to fund ongoing growth opportunities, provides POZEN with the broad capabilities to execute against its objectives. I have tremendous respect for Rob Harris and what he and the entire Tribute team have built; we look forward to welcoming them to POZEN.”

Rob Harris, president and chief executive officer of Tribute, said, “We are very pleased to join with POZEN and have the opportunity to leverage the expertise of its management team across the healthcare, pharmaceutical and, in particular, cardiovascular sectors. Our businesses are highly complementary and with access to additional, lower cost of capital, our ability to further expand our product portfolio increases significantly from where Tribute was prior to this transaction.”

Investment management firm Deerfield has committed up to $300 million to create and build Aralez Pharmaceuticals, which will bring together the existing products and pipelines from POZEN and Tribute Pharmaceuticals Canada to form the new specialty pharmaceutical company.

Deerfield will provide $75 million in 6-year convertible notes, up to $25 million in equity and a $200 million commitment available for future product acquisitions. This financing provides Aralez with the capital to establish its U.S. commercial presence and launch pipeline products, including YOSPRALA upon FDA approval. It also enables the company to pursue synergistic business development and licensing opportunities.

“We are pleased and excited to partner with Adrian Adams and Andrew Koven, a proven senior management team, by creating a tax advantaged company with a diverse product portfolio of commercial assets, the anticipated 2016 launch of YOSPRALA and a strong balance sheet to fund additional growth opportunities,” said Alex Karnal, a partner at Deerfield Management.

“We are delighted that Deerfield, a leading investor in healthcare and pharmaceuticals sectors with an impressive track record of investing in innovative companies is our partner in creating Aralez. With this vote of confidence, Aralez will have a unique mix of capital, products and talent, enabling us to drive significant innovation and growth,” said Mr. Adams. “Deerfield has been an important catalyst in bringing together the people and assets necessary to form this strategically compelling company, and will be an important partner in assessing and financing additional commercial assets for Aralez in the years ahead.”

The transactions resulting in the combination of POZEN and Tribute with newly formed Irish parent, Aralez, are subject to stockholder approval by the POZEN and Tribute stockholders as well as other closing conditions. Aralez Pharmaceuticals will re-register as Aralez Pharmaceuticals plc upon closing of such transactions.