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EX-99.1 - EX-99.1 - Aralez Pharmaceuticals Inc.a17-1910_1ex99d1.htm
EX-23.1 - EX-23.1 - Aralez Pharmaceuticals Inc.a17-1910_1ex23d1.htm
8-K/A - 8-K/A - Aralez Pharmaceuticals Inc.a17-1910_18ka.htm

Exhibit 99.2

 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

The following unaudited pro forma condensed combined financial information has been prepared to illustrate the effects of (i) the Merger Transaction which was completed on February 5, 2016, (ii) Aralez Financing associated with the facility agreement and the share subscription agreement on February 5, 2016, (iii) the Medical Futures Inc. (“MFI”) Acquisition which closed on June 16, 2015, along with the related financing to complete the MFI Acquisition, (iv) the ZONTIVITY Acquisition which closed on September 6, 2016, and (v) the Toprol-XL Acquisition which closed on October 31, 2016. The Merger Transaction, Aralez Financing, MFI Acquisition, ZONTIVITY Acquisition, and the Toprol-XL Acquisition are defined later within Note 1 Background and are collectively referred to as the “Transactions.” The historical consolidated financial information has been adjusted in the unaudited pro forma condensed combined financial statements to give effect to pro forma events that are (1) directly attributable to the Transactions (2) factually supportable and (3) with respect to the statements of operations, expected to have a continuing impact on the results of operations.

 

The unaudited pro forma condensed combined balance sheet is based on the individual historical balance sheet of Aralez Pharmaceuticals Inc., together with its wholly-owned subsidiaries (“Aralez”), and the Toprol-XL Business (as defined in Note 1 Background), as of September 30, 2016, and has been prepared to reflect the effects of the Toprol-XL Acquisition as if it occurred on September 30, 2016. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2015 and the nine months ended September 30, 2016 combine the historical results and operations of Pozen (as defined in Note 1 Background), Tribute (as defined in Note 1 Background), MFI, the ZONTIVITY Business, and the Toprol-XL Business giving effect to the Transactions as if they occurred on January 1, 2015. The historical results of Aralez reflect the Merger Transaction and Aralez Financing from February 5, 2016 and onward and the acquisition of the ZONTIVITY Business from September 6, 2016 and onward; the historical results of Tribute reflect the operations of MFI from June 16, 2015.

 

The unaudited pro forma condensed combined statements of operations do not reflect future events that may occur after the completion of the Transactions, including, but not limited to, the anticipated realization of ongoing savings from operating synergies and certain one-time charges Aralez currently expects to incur in connection with the Transactions, including, but not limited to, costs in connection with integrating the operations of the Toprol-XL Business.

 

These unaudited pro forma condensed combined financial statements are for informational purposes only. They do not purport to indicate the results that would actually have been obtained had the Transactions been completed on the assumed date or for the periods presented, or which may be realized in the future.

 

To produce the pro forma financial information, Tribute, the ZONTIVITY Business, and the Toprol-XL Business’ assets and liabilities were adjusted to their estimated fair values. As of the date of this filing, Aralez has not completed the detailed valuation work necessary to arrive at the required estimate of the fair value of the Toprol-XL Business intangible assets acquired and contingent consideration. Accordingly, the accompanying unaudited pro forma accounting for the business combination is preliminary and is subject to further adjustments as additional analyses are performed. The preliminary unaudited pro forma accounting for the business combination has been made solely for the purpose of preparing the accompanying unaudited pro forma condensed combined financial statements.

 

There can be no assurance that such finalization will not result in material changes from the preliminary accounting for the Toprol-XL Acquisition included in the accompanying unaudited pro forma condensed combined financial statements. The unaudited pro forma condensed combined financial statements have been derived from and should be read in conjunction with:

 

·                  the accompanying notes to the unaudited pro forma condensed combined financial statements;

 

·                  Pozen’s audited financial statements and related notes contained within Aralez’s Annual Report on Form 10-K for the year ended December 31, 2015;

 

·                  Aralez’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016;

 

·                  Tribute’s audited consolidated financial statements and related notes thereto and pro forma financial information included within the Form 8-K/A filed on March 15, 2016;

 

·                  The Form 8-Ks filed on October 7, 2016 and November 4, 2016 relating to the Toprol-XL acquisition.

 



 

·                  The ZONTIVITY Special Purpose Financial Statements included within the Form 8-K/A filed on November 18, 2016; and

 

·                  The Toprol-XL Abbreviated Financial Statements filed within this Form 8-K/A.

 



 

Aralez Pharmaceuticals, Inc.

Unaudited Pro Forma Condensed Combined Balance Sheet

As of September 30, 2016

 

 

 

Historical
Aralez
($USD)

 

Historical
TOPROL-XL
($USD)

 

TOPROL-XL
Pro Forma
Adjustments
($USD)
(Note 4)

 

 

Pro Forma
Aralez
Combined
($USD)

 

Assets

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

56,533,434

 

 

21,813,646

 

4a

78,347,080

 

Accounts receivable

 

8,108,871

 

 

 

 

8,108,871

 

Inventory

 

4,735,414

 

2,259,000

 

(2,259,000

)

4b

4,735,414

 

Prepaid expenses and other current assets

 

2,964,209

 

 

1,492,485

 

4c

4,456,694

 

Total current assets

 

72,341,928

 

2,259,000

 

21,047,131

 

 

95,648,059

 

Property and equipment, net

 

2,526,665

 

 

 

 

2,526,665

 

Goodwill

 

77,039,141

 

 

2,830,000

 

4d

79,869,141

 

Other intangible assets, net

 

127,724,283

 

 

225,400,000

 

4e

353,124,283

 

Other long-term assets

 

686,163

 

 

 

 

686,163

 

Total assets

 

280,318,180

 

2,259,000

 

249,277,131

 

 

531,854,311

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS EQUITY

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

1,965,315

 

 

 

 

1,965,315

 

Accrued expenses

 

23,556,562

 

 

 

 

23,556,562

 

Short-term contingent consideration

 

600,000

 

 

11,900,000

 

4f

12,500,000

 

Other current liabilities

 

3,993,663

 

 

 

 

3,993,663

 

Total current liabilities

 

30,115,540

 

 

11,900,000

 

 

42,015,540

 

Long-term debt, net

 

74,520,481

 

 

199,895,239

 

4g

274,415,720

 

Deferred tax liability

 

6,063,744

 

 

 

 

6,063,744

 

Long-term contingent consideration

 

18,900,000

 

 

41,330,000

 

4h

60,230,000

 

Other long-term liabilities

 

170,781

 

 

 

 

170,781

 

Total liabilities

 

129,770,546

 

 

253,125,239

 

 

382,895,785

 

Commitments and Contingencies

 

 

 

 

 

 

 

 

 

 

Stockholders’ Equity:

 

 

 

 

 

 

 

 

 

 

Preferred shares

 

 

 

 

 

 

Common shares

 

 

 

 

 

 

Additional paid-in capital

 

349,012,502

 

 

 

 

349,012,502

 

Accumulated other comprehensive income

 

8,085,405

 

 

 

 

8,085,405

 

Accumulated deficit

 

(206,550,273

)

 

(1,589,108

)

4i

(208,139,381

)

Total stockholders’ equity

 

150,547,634

 

 

(1,589,108

)

 

148,958,526

 

Total liabilities and stockholders’ equity

 

280,318,180

 

 

251,536,131

 

 

531,854,311

 

 

See accompanying notes to the unaudited pro forma condensed combined financial information

 



 

Aralez Pharamaceuticals, Inc.

Unaudited Pro Forma Condensed Combined Statement of Operations

For the nine months ended September 30, 2016

 

 

 

 

HistoricalAralez
($USD)

 

Historical
Tribute
($USD)

 

Merger
Transaction
Pro Forma
Adjustments
($USD)
(Note 8)

 

 

 

Pro Forma
Aralez
($USD)

 

Historical
ZONTIVITY
($USD)

 

ZONVTIVITY
Pro Forma
Adjustments
($USD)
(Note 6)

 

 

 

Historical
TOPROL-XL
($USD)

 

TOPROL-XL
Pro Forma
Adjustments
($USD)
(Note 4)

 

 

 

Pro Forma
Aralez
Combined
($USD)

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Product revenues, net

 

18,997,862

 

2,227,268

 

 

 

 

21,225,130

 

3,019,717

 

 

 

 

79,787,000

 

 

 

 

104,031,847

 

Other revenues

 

15,264,677

 

 

 

 

 

15,264,677

 

 

 

 

 

 

 

 

 

15,264,677

 

Total revenues, net

 

34,262,539

 

2,227,268

 

 

 

 

36,489,807

 

3,019,717

 

 

 

 

79,787,000

 

 

 

 

119,296,524

 

Costs and expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of product sales (exclusive of amortization shown separately below)

 

9,260,222

 

1,038,758

 

 

 

 

10,298,980

 

3,130,116

 

939,035

 

6a

 

18,758,000

 

 

 

 

33,126,131

 

Amortization of intangible assets

 

5,823,508

 

265,339

 

449,675

 

8b

 

6,538,522

 

1,558,486

 

1,050,898

 

6c

 

 

16,905,000

 

4j

 

26,052,906

 

Selling, general and administrative

 

85,634,677

 

8,432,544

 

(12,688,579

)

8a

 

81,378,642

 

9,923,700

 

(507,380

)

6d

 

1,533,000

 

(424,448

)

4k

 

91,903,514

 

Research and development

 

7,923,269

 

 

 

 

 

7,923,269

 

5,874,426

 

 

 

 

 

 

 

 

13,797,695

 

Total costs and expenses

 

108,641,676

 

9,736,641

 

(12,238,904

)

 

 

106,139,413

 

20,486,728

 

1,482,553

 

 

 

20,291,000

 

16,480,552

 

 

 

164,880,246

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) income from operations

 

(74,379,137

)

(7,509,373

)

12,238,904

 

 

 

(69,649,606

)

(17,467,011

)

(1,482,553

)

 

 

59,496,000

 

(16,480,552

)

 

 

(45,583,722

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

1,395,140

 

330,511

 

(183,215

)

8c

 

1,542,436

 

 

2,338,943

 

6e

 

 

16,372,600

 

4l

 

20,253,979

 

Other expense (income), net

 

(4,353,634

)

47,587

 

 

 

 

(4,306,047

)

 

 

 

 

 

 

 

 

(4,306,047

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) Income before taxes

 

(71,420,643

)

(7,887,471

)

12,422,119

 

 

 

(66,885,995

)

(17,467,011

)

(3,821,496

)

 

 

59,496,000

 

(32,853,152

)

 

 

(61,531,654

)

Income tax expense (benefit)

 

441,754

 

 

3,291,861

 

8d

 

3,733,615

 

 

(805,138

)

6f

 

 

(6,398,808

)

4m

 

(3,470,331

)

Net (Loss) Income

 

(71,862,397

)

(7,887,471

)

9,130,258

 

 

 

(70,619,610

)

(17,467,011

)

(3,016,358

)

 

 

59,496,000

 

(26,454,344

)

 

 

(58,061,323

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic net income (loss) per share

 

$

(1.19

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

(0.96

)

Shares used in computing basic net income (loss) per share

 

60,598,676

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

60,598,676

 

Diluted net income (loss) per share

 

$

(1.26

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

(1.03

)

Shares used in computing diluted net income (loss) per share

 

60,676,332

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

60,676,332

 

 

See the accompanying notes to the unaudited pro forma condensed combined financial information

 



 

Aralez Pharamaceuticals, Inc.

Unaudited Pro Forma Condensed Combined Statement of Operations

For the year ended December 31, 2015

 

 

 

Historical
Pozen ($USD)

 

Historical
Tribute ($CAD)

 

Historical
MFI
($CAD)

 

MFI Acquisition
Pro Forma
Adjustments
($CAD)
(Note 9)

 

 

 

Pro Forma
Tribute
($CAD)

 

Pro Forma
Tribute
($USD)

 

Merger Transaction
Pro Forma
Adjustments ($USD)
(Note 8)

 

 

 

Pro Forma
Aralez
($USD)

 

Historical
ZONTIVITY
($USD)

 

ZONTIVITY
Pro Forma
Adjustments
($USD)
(Note 6)

 

 

 

Historical
TOPROL-XL
($USD)

 

TOPROL-XL
Pro Forma
Adjustments
($USD)
(Note 4)

 

 

 

Pro Forma
Aralez
Combined
($USD)

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Royalty and licensing revenue

 

21,391,414

 

 

 

 

 

 

 

 

 

 

 

21,391,414

 

 

 

 

 

 

 

 

 

21,391,414

 

Licensed domestic product net sales

 

 

9,558,414

 

 

 

 

 

9,558,414

 

7,488,062

 

 

 

 

7,488,062

 

2,022,000

 

 

 

 

90,641,000

 

 

 

 

100,151,062

 

Other domestic product sales

 

 

16,714,768

 

4,687,179

 

 

 

 

21,401,947

 

16,766,285

 

 

 

 

16,766,285

 

 

 

 

 

 

 

 

 

16,766,285

 

International product sales

 

 

4,030,877

 

 

 

 

 

4,030,877

 

3,157,789

 

 

 

 

3,157,789

 

 

 

 

 

 

 

 

 

3,157,789

 

Total Revenues

 

21,391,414

 

30,304,059

 

4,687,179

 

 

 

 

34,991,238

 

27,412,136

 

 

 

 

48,803,550

 

2,022,000

 

 

 

 

90,641,000

 

 

 

 

141,466,550

 

Cost and expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Licensor sales and distribution fees

 

 

6,646,013

 

 

 

 

 

6,646,013

 

5,206,487

 

 

 

 

5,206,487

 

 

 

 

 

 

 

 

 

5,206,487

 

Cost of products sold

 

 

4,600,737

 

2,314,629

 

 

 

 

6,915,366

 

5,417,498

 

 

 

 

5,417,498

 

57,372,000

 

(49,163,800

)

6a

 

20,160,000

 

 

 

 

33,785,698

 

Write down of inventories

 

 

151,663

 

 

 

 

 

151,663

 

118,813

 

 

 

 

118,813

 

 

51,058,000

 

6b

 

 

 

 

 

51,176,813

 

Amortization

 

 

5,364,676

 

92,262

 

 

 

 

5,456,938

 

4,274,965

 

3,156,507

 

8b

 

7,431,472

 

10,664,000

 

(6,839,000

)

6c

 

 

22,540,000

 

4j

 

33,796,472

 

Impairment of intangible assets

 

 

 

 

 

 

 

 

 

 

 

 

 

289,700,000

 

 

 

 

 

 

 

 

289,700,000

 

Sales, general, and administrative

 

50,344,952

 

16,453,988

 

2,869,749

 

 

 

 

19,323,737

 

15,138,216

 

(11,012,305

)

8a

 

54,470,863

 

35,472,000

 

 

 

 

2,849,000

 

 

 

 

92,791,863

 

Research and development

 

8,512,509

 

 

 

 

 

 

 

 

 

 

 

8,512,509

 

17,887,000

 

 

 

 

 

 

 

 

26,399,509

 

Total operating expenses

 

58,857,461

 

33,217,077

 

5,276,640

 

 

 

 

38,493,717

 

30,155,979

 

(7,855,798

)

 

 

81,157,642

 

411,095,000

 

(4,944,800

)

 

 

23,009,000

 

22,540,000

 

 

 

532,856,842

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-operating income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in warrant liability

 

 

(5,233,985

)

 

 

 

 

(5,233,985

)

(4,100,304

)

 

 

 

(4,100,304

)

 

 

 

 

 

 

 

 

(4,100,304

)

Interest expense

 

 

(3,279,375

)

(33,941

)

(149,073

)

9a

 

(3,462,389

)

(2,712,435

)

333,252

 

8c

 

(2,379,183

)

 

(3,127,152

)

6e

 

 

(21,890,064

)

4l

 

(27,396,399

)

Interest income

 

 

13,738

 

 

 

 

 

13,738

 

10,762

 

 

 

 

10,762

 

 

 

 

 

 

 

 

 

10,762

 

Other non-operating income (expense)

 

(143,011

)

(6,320,683

)

 

 

 

 

(6,320,683

)

(4,951,623

)

3,033,391

 

8c

 

(2,061,243

)

 

 

 

 

 

 

 

 

(2,061,243

)

Total non-operating income (expense)

 

(143,011

)

(14,820,305

)

(33,941

)

(149,073

)

 

 

(15,003,319

)

(11,753,600

)

3,366,643

 

 

 

(8,529,968

)

 

(3,127,152

)

 

 

 

(21,890,064

)

 

 

(33,547,184

)

(Loss) before income tax expense

 

(37,609,058

)

(17,733,323

)

(623,402

)

(149,073

)

 

 

(18,505,798

)

(14,497,443

)

11,222,441

 

 

 

(40,884,060

)

(409,073,000

)

1,817,648

 

 

 

67,632,000

 

(44,430,064

)

 

 

(424,937,476

)

Income tax expense (benefit)

 

174,387

 

(180,444

)

(93,451

)

(39,504

)

9b

 

(313,399

)

(245,517

)

4,009,288

 

8d

 

3,938,158

 

 

(210,595

)

6f

 

 

(8,618,367

)

4m

 

(4,890,804

)

Net (Loss) Income

 

(37,783,445

)

(17,552,879

)

(529,951

)

(109,569

)

 

 

(18,192,399

)

(14,251,926

)

7,213,153

 

 

 

(44,822,218

)

(409,073,000

)

2,028,243

 

 

 

67,632,000

 

(35,811,697

)

 

 

(420,046,672

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic net income (loss) per share

 

$

(1.16

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

(6.63

)

Shares used in computing basic net income (loss) per share

 

32,589,795

 

 

 

 

 

 

 

 

 

 

 

 

 

30,762,482

 

8e

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

63,352,277

 

Diluted net income (loss) per share

 

$

(1.16

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

(6.63

)

Shares used in computing diluted net income (loss) per share

 

32,589,795

 

 

 

 

 

 

 

 

 

 

 

 

 

30,762,482

 

8e

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

63,352,277

 

 

See the accompanying notes to the unaudited pro forma condensed combined financial information

 



 

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

1. BACKGROUND

 

The Merger Transaction:  Aralez was formed for the purpose of facilitating the business combination of POZEN Inc., a Delaware corporation (“Pozen”), and Tribute Pharmaceuticals Canada Inc., a corporation incorporated under the laws of the Province of Ontario, Canada (“Tribute”). On February 5, 2016, pursuant to an Agreement and Plan of Merger and Arrangement between Aralez Pharmaceuticals Inc., Pozen, Tribute and other related parties (as amended, the “Merger Agreement”), Aralez completed the acquisition of Tribute by way of a court approved plan of arrangement in a stock transaction. In connection with this transaction, Pozen and Tribute were combined under and became wholly-owned subsidiaries of Aralez Pharmaceuticals Inc. (the “Merger”). Aralez valued the entire issued and to be issued share capital of Tribute at approximately $115.1 million based on Pozen’s closing share price of $5.94 on February 5, 2016 and an exchange ratio of 0.1455. Upon the close of the transaction, (a) each outstanding Tribute warrant entitled its respective holders the right to purchase 0.1455 fully-paid and non-assessable Aralez Shares for no additional consideration beyond that set out in the respective Tribute warrant; (b) each Tribute employee stock option entitled the respective holders of the option to either (i) exchange their Tribute option for a Tribute common share immediately prior to the Merger or (ii) convert into Aralez options entitling the holder to purchase that number of Aralez Shares equivalent to 0.1455 Aralez Shares for each Tribute Share originally issuable (with the exercise price of each Aralez option equal to the original exercise price adjusted for the 0.1455 conversion); and (c) each Tribute compensation option, previously granted to certain investors of Tribute in connection with private placement financings, entitled its respective holders the right to purchase 0.1455 fully-paid and non-assessable Aralez Shares, as well as 0.1455 one-half warrants for Aralez Shares, for no additional consideration beyond that set out in the respective compensation option certificate. As a result of the Merger, the warrants, employee stock options and compensation options were fully-vested and exercisable at any time prior to their respective expiration dates.

 

Aralez Financing:  Pursuant to the Amended and Restated Subscription Agreement (the “Amended and Restated Subscription Agreement”) dated as of December 7, 2015 by and among Aralez Pharmaceuticals Inc., Aralez Pharmaceuticals plc, Tribute, Pozen, QLT Inc. (“Purchaser) and the following investors thereto: Deerfield Private Design Fund III, L.P. (“Deerfield Private Design”), Deerfield International Master Fund, L.P. (“Deerfield International”), and Deerfield Partners, L.P. (“Deerfield Partners”); Broadfin Healthcare Master Fund, Ltd.; JW Partners, LP; and JW Opportunities Master Fund, Ltd. (each, an “Investor” and together, the “Investors”), immediately prior to consummation of the Arrangement on February 5, 2016, Tribute sold Purchaser and the Investors $75.0 million of common shares of Tribute (“Tribute Shares”) in a private placement (“Equity Financing”). Upon consummation of the Merger, such Tribute shares were exchanged for common shares of Aralez Pharmaceuticals Inc.

 

Pursuant to the Second Amended and Restated Facility Agreement (the “Second Amended and Restated Facility Agreement”) dated as of December 7, 2015, by and among Aralez Pharmaceuticals Inc., Pozen, Tribute, and the following lenders: Deerfield Private Design, Deerfield International, and Deerfield Partners (the “Lenders”), Aralez issued $75.0 million aggregate principal of 2.5% senior secured convertible promissory notes (“Convertible Notes”) on February 5, 2016 (“Debt Financing”). The Equity Financing and Debt Financing are collectively referred to as “Aralez Financing”.

 

In addition, under the terms of the Second Amended and Restated Facility Agreement, Aralez also had the ability to borrow from the Lenders up to $200 million under a credit facility for permitted acquisitions. Amounts drawn under the credit facility bear an interest rate of 12.5% per annum, are to be repaid on the sixth anniversary from each draw and shall be prepayable in whole or in part at any time following the end of the sixth month after the funding date of each draw. On October 31, 2016, Aralez borrowed $200.0 million under the credit facility, of which $25.0 million was used to replenish Aralez’s cash balance for the initial upfront payment of $25.0 million in cash previously paid at the closing of the ZONTIVITY Acquisition as discussed below. The remaining $175.0 million was used to fund the upfront cash closing payment for the acquisition of Toprol-XL and its currently marketed authorized generic, which closed on October 31, 2016 as discussed below.

 

MFI Acquisition:   On June 16, 2015, Tribute acquired Medical Futures Inc. (“MFI”) for consideration that included: $8.5 million (CAD) in cash on closing; $5.0 million (CAD) through the issuance of 3,723,008 Tribute Shares; $5.0 million (CAD) in the form of a one year unsecured promissory note (the “MFI Note”) bearing interest at 8% annually convertible at the holder’s option at any time during the term into 2,813,778 Tribute Shares (which were converted into the right to receive 409,405 of Aralez Shares); retention payments of $0.5 million (CAD) and certain future potential contingent cash payments. Tribute also entered in to a debenture agreement (“Tribute debenture”) of $12.5 million (CAD) which was necessary to complete its acquisition of MFI. The MFI Note was repaid in full along with accrued interest at its maturity date of June 16, 2016, for a total payment of approximately $5.4 million (CAD).

 



 

ZONTIVITY Acquisition:  On September 6, 2016, Aralez Pharmaceuticals Trading DAC, a wholly-owned subsidiary of Aralez Pharmaceuticals Inc. (“Aralez Ireland”), acquired the U.S. and Canadian rights to ZONTIVITY (the “ZONTIVITY Business”) from an affiliate of Merck & Co., Inc. (“Merck”) pursuant to an asset purchase agreement (“ZONTIVITY Asset Purchase Agreement”). The purchase price for ZONTIVITY consists of (i) a payment of $25.0 million by Aralez Ireland to Merck, which was made on the closing date of the acquisition, (ii) certain milestone payments payable by Aralez Ireland subsequent to the closing of the acquisition upon the occurrence of certain milestone events based on the annual aggregate net sales of ZONTIVITY, any combination product containing vorapaxar sulphate and one or more other active pharmaceutical ingredients or any line extension thereof, which in no event will exceed $80.0 million in the aggregate, and (iii) certain royalty payments based on the annual aggregate net sales of ZONTIVITY, any combination product containing vorapaxar sulphate and one or more other active pharmaceutical ingredients or any line extension thereof.

 

Pursuant to the terms of the ZONTIVITY Asset Purchase Agreement and certain ancillary agreements entered into in connection with the acquisition, Merck has agreed to supply unpackaged, unlabeled, bulk drug pharmaceutical tablets of ZONTIVITY to Aralez Ireland for a period of up to three years following the closing of the acquisition. Merck will also provide certain transition services to Aralez Ireland following the closing of the acquisition to facilitate the transition of the supply, sale and distribution of ZONTIVITY, including distributing ZONTIVITY on behalf of Aralez Ireland in exchange for compensation specified in the transition services agreement for a period of up to twelve months. While the transition services agreement is in effect, at the end of each quarter, Merck will remit a net margin amount to Aralez Ireland, which will include a fee for its services. This net amount is included in other revenues on the condensed consolidated statements of operations. In addition, in connection with the foregoing transactions, Merck granted Aralez Ireland, among other things, (i) an exclusive and royalty-free license to certain trademarks solely to exploit ZONTIVITY in the U.S. and Canada and their respective territories, and (ii) an exclusive and royalty-free license to certain know-how solely in connection with the manufacture of ZONTIVITY for exploitation in the U.S. and Canada and their respective territories.

 

Toprol-XL Acquisition:  On October 31, 2016, Aralez Ireland acquired the U.S. rights to Toprol-XL and its Authorized Generic (the “Toprol-XL Business”) from AstraZeneca AB (“AstraZeneca”) pursuant to an asset purchase agreement (“Toprol-XL Asset Purchase Agreement”). The purchase price for Toprol-XL consists of (i) a payment of $175.0 million by Aralez Ireland to AstraZeneca, which was made on the closing date of the acquisition, (ii) certain milestone payments payable by Aralez Ireland subsequent to the closing of the acquisition upon the occurrence of certain milestone events based on the annual aggregate net sales of the Toprol-XL Business, which in no event will exceed $48.0 million in the aggregate, (iii) certain royalty payments based on the annual aggregate net sales of the Toprol-XL Business, and (iv) a payment for the value of the finished inventory of the Toprol-XL Business at closing, not to exceed a cap specified in the Toprol-XL Asset Purchase Agreement.

 

Pursuant to the terms of the Toprol-XL Asset Purchase Agreement and certain ancillary agreements entered into in connection with the acquisition, AstraZeneca has agreed to supply Toprol-XL to Aralez Ireland for a period of at least ten years following the closing of the acquisition. AstraZeneca will also provide certain transition services to Aralez Ireland following the closing of the acquisition to facilitate the transition of the supply, sale and distribution of Toprol-XL, including distributing Toprol-XL on behalf of Aralez Ireland in exchange for compensation specified in the transition services agreement. In addition, in connection with the foregoing transactions, AstraZeneca granted Aralez Ireland, among other things, (i) an exclusive and royalty-free license to certain trademarks solely to exploit Toprol-XL in the U.S. and its respective territories, and (ii) an exclusive and royalty-free license to certain know-how solely in connection with the manufacture of Toprol-XL for exploitation in the U.S. and its respective territories.

 



 

2. BASIS OF PRESENTATION

 

The unaudited pro forma condensed combined financial statements were prepared in accordance with generally accepted accounting principles in the United States and pursuant to U.S. Securities and Exchange Commission Regulation S-X Article 11, and present the pro forma financial position and results of operations of the combined companies based upon the historical information after giving effect to the Merger Transaction, Aralez Financing, MFI Acquisition, ZONTIVITY Acquisition, and the Toprol-XL Acquisition and adjustments described in these footnotes. The unaudited pro forma condensed combined balance sheet is presented as if the Toprol-XL Acquisition had occurred on September 30, 2016; and the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2015 and the nine months ended September 30, 2016 are presented as if the Transactions had occurred on January 1, 2015.

 

The historical results of Pozen, Tribute, the ZONTIVITY Business, and the Toprol-XL Business have been derived from their respective audited financial statements for the year ended December 31, 2015; and the historical results of MFI have been derived from unaudited financial information from January 1, 2015 through June 16, 2015, the date of the MFI Acquisition. The results of operations of MFI from June 16, 2015 and onward are reflected in the historical results of Tribute. The historical results of Aralez as of and for the nine months ended September 30, 2016 have been derived from unaudited financial information. The historical results of Toprol-XL as of and for the nine months ended September 30, 2016 have been derived from its audited financial statements for the nine months ended September 30, 2016. The historical results of ZONTIVITY have been derived from unaudited financial information from January 1, 2016 through September 6, 2016, the date of the ZONTIVITY Acquisition. The results of operations of ZONTIVITY from September 6, 2016 and onward are reflected in the historical results of Aralez. The historical results of Tribute have been derived from unaudited financial information from January 1, 2016 through February 5, 2016, the date of the Merger Transaction. The results of operations of Tribute from February 5, 2016 and onward are reflected in the historical results of Aralez. Tribute and MFI have historically reported its financial statements in its local currency, the Canadian dollar (“CAD”); in order to present the unaudited pro forma condensed combined financial statements in U.S. dollars, the pro forma financial information for Tribute, which reflects the MFI Acquisition has been translated to U.S. dollars using an average rate of $0.78 for the statement of operations for year ended December 31, 2015, and an average rate of $0.71 for the statement of operations for the period from January 1, 2016 through February 5, 2016.

 

The unaudited pro forma condensed combined financial information does not reflect pro forma adjustments for ongoing cost savings that Aralez expects to and/or has achieved as a result of the Transactions or the costs necessary to achieve these costs savings or synergies.

 

3. TOPROL-XL ACQUISITION—PRELIMINARY CONSIDERATION TRANSFERRED AND PRELIMINARY FAIR VALUE OF ASSET ACQUIRED

 

The Toprol-XL Acquisition has been reflected in the unaudited pro forma condensed combined financial statements as being accounted for under the acquisition method in accordance with ASC 805, Business Combinations (“ASC 805”) with Aralez treated as the accounting acquirer. In accordance with ASC 805, the assets acquired have been measured at fair value based on various preliminary estimates. Due to the fact that the unaudited pro forma condensed combined financial information has been prepared based on preliminary estimates, the final amounts recorded for the Toprol-XL Acquisition may differ materially from the information presented herein. These estimates are subject to change pending further review of the fair value of assets acquired.

 

For purposes of measuring the estimated fair value, where applicable, of the assets acquired as reflected in the unaudited pro forma condensed combined financial information, the guidance in ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) has been applied, which establishes a framework for measuring fair value. In accordance with ASC 820, fair value is an exit price and is defined as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” Under ASC 805, acquisition-related transaction costs and acquisition-related restructuring charges are not included as components of consideration transferred but are accounted for as expenses in the period in which the costs are incurred.

 

Based on (1) a payment of $175.0 million on the closing date, and (2) estimated fair value of $53.2 million of

 



 

contingent consideration for certain milestone payments payable based on annual aggregate net sales of the product, not to exceed $48.0 million in the aggregate, and for certain royalty payments payable based on annual aggregate net sales of the product, and (3) a payment of $1.5 million for the value of the finished inventory, the total estimated consideration to be transferred would approximate $229.7 million.

 

The following is a summary of the preliminary estimated fair values of the net assets (in U.S. dollars):

 

Consideration transferred

 

$

229,722,485

 

Less: Fair value of net assets to be acquired

 

226,892,485

 

Total estimated goodwill

 

$

2,830,000

 

 

Management has made preliminary allocation estimates based on currently available information. The final determination of the accounting for the business combination is anticipated to be completed as soon as practicable. Management anticipates that the valuations of the acquired asset and contingent consideration will consist of discounted cash flow analyses and other appropriate valuation techniques to determine the fair value of the assets acquired and contingent consideration.

 

The amounts allocated to the Toprol-XL intangible assets and contingent consideration in the Toprol-XL Acquisition could differ materially from the preliminary amounts presented in these unaudited pro forma condensed combined financial statements. A decrease in the fair value of the asset acquired or an increase in the fair value of contingent consideration from those preliminary valuations presented in these unaudited pro forma condensed combined financial statements would result in a dollar-for-dollar corresponding increase in the amount of goodwill that will result from the Toprol-XL Acquisition. In addition, if the value of the acquired assets is higher than the preliminary indication, it may result in higher amortization expense than is presented in these unaudited pro forma condensed combined financial statements.

 

4. TOPROL-XL ACQUISITION—PRO FORMA ADJUSTMENTS

 

The preliminary pro forma adjustments included in the unaudited pro forma condensed combined financial statements related to the Toprol-XL Acquisition are as follows:

 

(a)Cash and cash equivalents—Adjustment reflects the preliminary net adjustment to cash in connection with the Toprol-XL Acquisition (in U.S. dollars):

 

Proceeds from credit facility (i)

 

$

200,000,000

 

Cash payment at closing (ii)

 

 

(175,000,000

)

Cash payment for finished inventory (iii)

 

 

(1,492,485

)

Transaction expenses to be incurred by Aralez (iv)

 

 

(1,589,108

)

Debt issuance costs incurred from credit facility (v)

 

 

(104,761

)

Pro forma adjustment

 

$

21,813,646

 

 

Components of the adjustment include (i) an increase in cash related to the $200.0 million borrowing under the credit facility on October 31, 2016, of which $175.0 million was used for the initial upfront payment for Toprol-XL and $25.0 million was used to replenish the Company’s initial upfront payment for the ZONTIVITY Acquisition, (ii) a decrease in cash of $175.0 million related to the cash payment at closing of the Toprol-XL Acquisition, (iii) a $1.5 million cash payment to AstraZeneca for finished inventory, (iv) estimated expenses related to the Toprol-XL Acquisition of $1.6 million to be incurred by Aralez, and (iv) estimated expenses of $0.1 million related to the $200.0 million credit facility incurred by Aralez.

 

(b)Inventory—Adjustment reflects the removal of historical inventory of the Toprol-XL Business as Aralez did not acquire inventory at the date of close. Aralez made a $1.5 million cash payment to AstraZeneca for finished goods on hand at the closing date, which is reflected as a prepaid asset as title of such inventory does not transfer to Aralez until the inventory is shipped to the customer per the Toprol-XL Asset Purchase Agreement.

 



 

(c)Prepaid expenses and other current assets—Adjustment reflects the $1.5 million purchase of finished inventory by Aralez at closing. Title for this inventory remains with AstraZeneca until product is shipped to a customer upon sale or until transferred to Aralez in accordance with the transition services agreement. The costs associated with this prepaid asset approximate the costs of the at-market arrangement between Aralez and AstraZeneca. As the mark-up for similar pharmaceutical supply arrangements is insignificant, it is considered reasonable that the fair value of the prepaid asset approximates the cost.

 

(d)Goodwill—Adjustment reflects the preliminary estimated adjustment to goodwill as a result of the Toprol-XL Acquisition. Goodwill represents the excess of the consideration transferred over the preliminary fair value of the asset acquired and contingent consideration assumed as described in Note 3. The goodwill will not be amortized, but instead will be tested for impairment at least annually and whenever events or circumstances have occurred that may indicate a possible impairment exists. In the event management determines that the value of goodwill has become impaired, Aralez will incur an accounting charge for the amount of the impairment during the period in which the determination is made. The goodwill is attributable primarily to strategic and synergistic opportunities. The preliminary pro forma adjustment to goodwill is calculated as follows (in U.S. dollars):

 

Consideration transferred

 

$

229,722,485

 

Less: Fair value of net assets to be acquired

 

226,892,485

 

Total estimated goodwill

 

$

2,830,000

 

 

(e)Intangible assets, net—Adjustment reflects the preliminary fair market value related to the fair value of the identifiable intangible assets acquired in the Toprol-XL Acquisition, including the U.S. rights to Toprol-XL and its Authorized Generic. The preliminary fair market value was determined using an income approach.

 

(f)Short-term contingent consideration —Adjustment reflects the fair value of the contingent consideration associated with the royalty and milestone payments pursuant to the Toprol-XL Asset Purchase Agreement. This amount will be subsequently remeasured to its fair value at each reporting period with changes in fair value being recognized in earnings.

 

(g)Long-term debt, net—Adjustment reflects an increase in long-term debt of $200.0 million that was borrowed under the credit facility, net of debt issuance costs of $0.1 million. Proceeds from the credit facility were used to finance the $175.0 million upfront cash payment for the Toprol-XL Acquisition and an additional $25.0 million to replenish the Company’s cash balance for the initial upfront cash payment previously paid at the closing of the ZONTIVITY Acquisition in September 2016.

 

(h)Long-term contingent consideration—Adjustment reflects the fair value of the contingent consideration associated with the royalty and milestone payments pursuant to the Toprol-XL Asset Purchase Agreement. This amount will be subsequently remeasured to its fair value at each reporting period with changes in fair value being recognized in earnings.

 

(i)Accumulated deficit—The preliminary unaudited pro forma adjustment is $1.6 million based on the estimated transaction costs to be incurred by Aralez related to the Toprol-XL Acquisition. The estimated fees and expenses associated with the Toprol-XL Acquisition have been excluded from the unaudited pro forma condensed combined statements of operations as they reflect charges directly attributable to the Toprol-XL Acquisition that will not have a continuing impact on Aralez’s operations.

 

(j)Amortization of intangibles assets—Reflects the preliminary adjustment to the amortization expense associated with the fair value of the identifiable intangible asset acquired in the Toprol-XL Acquisition, assuming an estimated useful life of 120 months.  Based on a preliminary fair value of $225.4 million for the Toprol-XL and its Authorized Generic U.S. Rights, estimated pro forma amortization expense is $22.5 million and $16.9 million for the year ended December 31, 2015 and nine months ended September 30, 2016, respectively.

 

The estimated fair value of amortizable intangible assets is expected to be amortized on a straight-line basis over the estimated useful life of the Toprol-XL intangible assets. The amortizable life reflects the period over which the asset is

 



 

expected to provide material economic benefit. With other assumptions held constant, a 10% increase in the fair value adjustment for the amortizable intangible asset would increase annual pro forma amortization by approximately $2.3 million. In addition, with other assumptions held constant, a one year change in the estimated useful life for the developed product would change annual amortization expense by approximately $2.1 million.

 

(k)Selling, general, and administrative— Adjustment of $0.4 million for the nine months ended September 30, 2016 reflects the removal of transaction expenses incurred related to the Toprol-XL Acquisition. These expenses are directly attributable to the Toprol-XL Acquisition and are not expected to have a continuing impact on Aralez; therefore, they have been removed for the purposes of the pro forma statements of operations. There was no adjustment to the year ended December 31, 2015 as no transaction expenses were incurred during that period that would need to be removed.

 

(l)Interest expense—Reflects the adjustment to interest expense associated with the credit facility used towards the $175.0 million upfront cash payment. The pro forma adjustment for interest expense is as follows (in U.S. dollars):

 

 

 

 

 

Interest expense for the

 

Interest expense

 

 

 

Proceeds from

 

year ended December 31,

 

for the nine months

 

TOPROL-XL Portion of Credit Facility

 

credit facility

 

2015

 

ended September 30, 2016

 

Credit facility proceeds

 

$

175,000,000 

 

$

21,875,000

 

$

16,361,301

 

Debt issuance costs

 

 

 

 

15,064

 

 

11,299

 

Pro forma adjustment

 

 

 

$

21,890,064

 

$

16,372,600

 

 

Interest expense was calculated using an interest rate of 12.5% per annum. In addition, the adjustment reflects $15.0 thousand related to amortization of debt issuance costs for the year ended December 31, 2015, and $11.0 thousand related to amortization of debt issuance costs for the nine months ended September 30, 2016.

 

(m)Income tax expense (benefit)—Adjustment reflects the income tax impacts of the pro forma adjustments made to the pro forma statement of operations using the Canadian statutory rate of 26.5% for the interest expense adjustments and the Irish statutory rate of 12.5% for the remaining adjustments. Note that the Toprol-XL Acquisition was accounted for as an asset acquisition for tax purposes therefore no deferred taxes were recognized in conjunction with the Toprol-XL Acquisition.

 

5. ZONTIVITY ACQUISITION — CONSIDERATION TRANSFERRED AND ESTIMATED FAIR VALUE OF ASSET ACQUIRED

 

The ZONTIVITY Acquisition has been reflected in the unaudited pro forma condensed combined financial statements as being accounted for under the acquisition method in accordance with ASC 805, Business Combinations (“ASC 805”) with Aralez treated as the accounting acquirer. In accordance with ASC 805, the assets acquired and the liabilities assumed have been measured at fair value based on various preliminary estimates. Due to the fact that the unaudited pro forma condensed combined financial information has been prepared based on preliminary estimates, the final amounts recorded for the ZONTIVITY Acquisition may differ materially from the information presented herein. These estimates are subject to change pending further review of the fair value of assets acquired and liabilities assumed.

 

For purposes of measuring the estimated fair value, where applicable, of the assets acquired and the liabilities assumed as reflected in the unaudited pro forma condensed combined financial information, the guidance in ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) has been applied, which establishes a framework for measuring fair value. In accordance with ASC 820, fair value is an exit price and is defined as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” Under ASC 805, acquisition-related transaction costs and acquisition-related restructuring charges are not included as components of consideration transferred but are accounted for as expenses in the period in which the costs are incurred.

 

Based on (1) a payment of $25.0 million on the closing date, and (2) estimated fair value of $19.5 million of contingent consideration for certain milestone payments payable based on annual aggregate net sales of the product,

 



 

not to exceed $80 million in the aggregate, and for certain royalty payments payable based on annual aggregate net sales of the product, the total estimated consideration to be transferred would approximate $44.5 million.

 

The acquisition-date fair value of the consideration transferred is as follows:

 

 

 

At

 

 

 

September 6, 2016

 

 

 

(in thousands)

 

Cash

 

$

25,000,000

 

Contingent consideration

 

19,500,000

 

Total consideration transferred

 

$

44,500,000

 

 

The following is a summary of the estimated fair values of the net asset acquired in the ZONTIVITY Acquisition (in U.S. dollars):

 

 

 

At

 

 

 

September 6, 2016

 

 

 

(in thousands)

 

Intangible asset

 

$

40,800,000

 

Total net asset acquired

 

40,800,000

 

Goodwill

 

3,700,000

 

Total consideration

 

$

44,500,000

 

 

Management has made preliminary allocation estimates based on currently available information. The final determination of the accounting for the business combination is anticipated to be completed as soon as practicable. Management anticipates that the valuations of the acquired asset and contingent consideration will consist of discounted cash flow analyses and other appropriate valuation techniques to determine the fair value of the asset acquired and contingent consideration.

 

The amounts allocated to the ZONTIVITY intangible asset acquired and contingent consideration in the ZONTIVITY Acquisition could differ materially from the preliminary amounts presented in these unaudited pro forma condensed combined financial statements. An increase in the fair value of the asset acquired or an increase in the fair value of contingent consideration from those preliminary valuations presented in these unaudited pro forma condensed combined financial statements would result in a dollar-for-dollar corresponding increase in the amount of goodwill that will result from the ZONTIVITY Acquisition. In addition, if the value of the acquired asset is higher than the preliminary indication, it may result in higher amortization expense than is presented in these unaudited pro forma condensed combined financial statements.

 

6. ZONTIVITY ACQUISITION—PRO FORMA ADJUSTMENTS

 

The preliminary pro forma adjustments included in the unaudited pro forma condensed combined financial statements related to the ZONTIVITY Acquisition are as follows:

 

(a)Cost of sales—For the year ended December 31, 2015, the adjustment reflects a $51.1 million reclassification of inventory write down from “Cost of sales” to “Write down of inventories”, partially offset by $1.9 million of additional costs that will be incurred under a supply agreement that Aralez Ireland entered into with Merck in conjunction with the ZONTIVITY Asset Purchase Agreement. For the nine months ended September 30, 2016, the adjustment reflects the additional costs that will be incurred under the aforementioned supply agreement. In addition, Aralez Ireland entered into a transition services agreement with Merck for up to 12 months from the date of acquisition whereby Merck will provide services such as distribution, regulatory, pharmacovigilance, etc. This transition services agreement fee has not been included in the unaudited pro forma statement of operations for the year ended December 31, 2015 as the amount is not expected to have a continuing impact on Aralez’s operations. Furthermore, in connection with the transition services agreement, Aralez will be considered an agent (net reporting) for the purposes of revenue recognition under ASC 605 “Revenue Recognition”. This presentation has not been reflected in the unaudited pro forma statement of operations for the year ended December 31, 2015 as the presentation is not expected to have a continuing impact on Aralez’s operations upon completion of the transition services agreement.

 

(b)Write down of inventories—The adjustment reflects a $51.1 million reclassification of inventory write down from

 



 

“Cost of sales” to “Write down of inventories.”

 

(c)Amortization of intangibles assets—Reflects the preliminary adjustment to the amortization expense associated with the fair value of the identifiable intangible asset acquired in the ZONTIVITY Acquisition.

 

The preliminary pro forma adjustment for amortization expense for the intangible assets acquired is as follows (in U.S. dollars):

 

 

 

 

 

 

 

 

 

Amortization expense

 

 

 

 

 

 

 

Amortization expense

 

for the period January

 

 

 

Estimated useful

 

Preliminary

 

for the year ended

 

1, 2016 to September

 

Intangible Asset

 

life (months)

 

fair value

 

December 31, 2015

 

6, 2016

 

ZONTIVITY US and Canadian Rights

 

128

 

$

40,800,000

 

$

3,825,000

 

$

2,609,384

 

Less: ZONTIVITY historical amounts

 

 

 

 

— 

 

 

(10,664,000

)

 

(1,558,486

)

Pro forma adjustment

 

 

 

$

40,800,000

 

$

(6,839,000

)

$

1,050,898

 

 

The estimated fair value of amortizable intangible assets is expected to be amortized on a straight-line basis over the estimated useful life of the ZONTIVITY intangible asset. The amortizable life reflects the period over which the asset is expected to provide material economic benefit. With other assumptions held constant, a 10% increase in the fair value adjustment for the amortizable intangible asset would increase annual pro forma amortization by approximately $0.4 million. In addition, with other assumptions held constant, a one year change in the estimated useful life for the developed product would change annual amortization expense by approximately $0.3 million.

 

(d)Selling, general, and administrative— Adjustment of $0.4 million for the nine months ended September 30, 2016 reflects the removal of transaction expenses incurred related to the ZONTIVITY Acquisition. These expenses are directly attributable to the ZONTIVITY Acquisition and are not expected to have a continuing impact on Aralez; therefore, they have been removed for the purposes of the pro forma statements of operations.

 

(e)Interest expense—Reflects the adjustment to interest expense associated with the credit facility used to replenish the Company’s cash balance for the initial upfront cash payment of $25.0 million previously paid at the closing of the ZONTIVITY Acquisition in September 2016. The pro forma adjustment for interest expense is as follows (in U.S. dollars):

 

 

 

 

 

Interest expense for the

 

Interest expense

 

 

 

Proceeds from

 

year ended December 31,

 

for the nine months

 

ZONTIVITY Portion of Credit Facility

 

credit facility

 

2015

 

ended September 30, 2016

 

Credit facility proceeds

 

$

25,000,000

 

$

3,125,000

 

$

2,337,329

 

Debt issuance costs

 

 

 

 

2,152

 

 

1,614

 

Pro forma adjustment

 

 

 

$

3,127,152

 

$

2,338,943

 

 

Interest expense was calculated using an interest rate of 12.5% per annum. In addition, the adjustment reflects $2.0 thousand related to amortization of debt issuance costs for the year ended December 31, 2015, and $2.0 thousand related to amortization of debt issuance costs for the nine months ended September 30, 2016.

 

(f)Income tax expense (benefit)— Adjustment reflects the income tax impacts of the pro forma adjustments made to the pro forma statement of operations using the Canadian statutory rate of 26.5% for the interest expense adjustments and the Irish statutory rate of 12.5% for the remaining adjustments. Note that the ZONTIVITY Acquisition was accounted for as an asset acquisition for tax purposes therefore no deferred taxes were recognized in conjunction with the ZONTIVITY Acquisition.

 



 

7. MERGER TRANSACTION — CONSIDERATION TRANSFERRED AND FAIR VALUE OF NET ASSETS ACQUIRED

 

The Merger Transaction has been accounted for using the acquisition method of accounting in accordance with ASC 805, which requires, among other things, that the assets acquired and liabilities assumed be recognized at their acquisition date fair values, with any excess of the consideration transferred over the estimated fair values of the identifiable net assets acquired recorded as goodwill. In addition, ASC 805 establishes that the common stock issued to effect the Merger Transaction be measured at the merger close at the then-current market price.

 

Based on (1) the closing price of Pozen’s common stock of $5.94 per share on February 5, 2016, (2) the number of Tribute Shares outstanding as of February 5, 2016, (3) the number of stock options, compensation options and warrants outstanding as of February 5, 2016, and (4) Tribute’s outstanding indebtedness as of December 31, 2015 to be repaid upon a change of control, the total estimated consideration transferred was approximately $137.6 million. Changes in the outstanding indebtedness as of closing date could result in a material difference in the consideration transferred and, thus, the result of the estimated goodwill balance calculated below. At merger close, each outstanding Tribute Share was exchanged for 0.1455 Aralez Shares.

 

The acquisition-date fair value of the consideration transferred is as follows:

 

 

 

At
February 5, 2016

 

Equity consideration

 

$

115,136,337

 

Repayment of Tribute indebtedness

 

22,488,254

 

Total consideration

 

$

137,624,591

 

 



 

The following is a summary of the estimated fair values of the net assets acquired in the Merger Transaction (in U.S. dollars):

 

 

 

At

 

 

 

February 5, 2016

 

 

 

(as adjusted)

 

Cash

 

$

4,600,567

 

Accounts receivable

 

3,790,887

 

Inventory

 

3,622,316

 

Prepaid expenses and other current assets

 

1,128,528

 

Property, plant and equipment

 

684,479

 

Intangible assets

 

84,033,620

 

In-process research and development

 

3,243,150

 

Accounts payable and accrued expenses

 

(10,295,080

)

Note payable

 

(3,603,500

)

Warrants liability

 

(4,617,573

)

Other liabilities

 

(7,373,532

)

Deferred tax liability

 

(6,912,907

)

Total net assets acquired

 

$

68,300,955

 

Goodwill

 

69,323,636

 

Total consideration

 

$

137,624,591

 

 

8. MERGER TRANSACTION—PRO FORMA ADJUSTMENTS

 

The pro forma adjustments included in the unaudited pro forma condensed combined statements of operations related to the Merger Transaction are as follows:

 

(a)Selling, general, and administrative expenses—Adjustment of $11.0 million for the year ended December 31, 2015 reflects the removal of transaction expenses incurred related to the Merger Transaction. Of this amount, Tribute incurred $0.2 million and $1.9 million related to the MFI Acquisition and the Merger Transaction, respectively, and Pozen incurred $11.6 million related to the Merger Transaction. These expenses are directly attributable to the Merger Transaction and not expected to have a continuing impact on Aralez, and therefore have been removed for the purposes of the pro forma statements of operations. In addition, the adjustment includes a $2.8 million reclassification for Transaction and Restructuring costs from “Non-operating income (expense)” into “Selling, general, and administrative.”

 

An adjustment of $12.7 million for the nine months ended September 30, 2016 reflects the removal of transaction costs incurred by Aralez related to the Merger Transaction.

 

(b)Amortization of intangibles assets—Adjustment of $3.2 million reflects the adjustment to the amortization expense associated with the fair value of the identifiable intangible assets acquired in the Merger Transaction of $7.4 million for the year ended December 31, 2015, less the historical Tribute amortization expense of $3.7 million, in addition to a reclassification of $0.6 million for amortization of deferred financing from “Amortization” to “Interest expense.”

 

The amortization expense for the intangible assets acquired for the year ended December 31, 2015 is as follows (in U.S. dollars):

 



 

 

 

 

 

 

 

 

 

Amortization Expense

 

 

 

 

 

 

 

 

 

for the period

 

 

 

Estimated

 

 

 

Amortization Expense

 

January 1, 2016

 

 

 

Useful Life

 

 

 

for the year ended

 

through February 5,

 

Intangible Asset

 

(years)

 

Fair value

 

December 31, 2015

 

2016

 

Marketed Products

 

7 - 12

 

$

84,034,000

 

$

7,395,292

 

$

715,014

 

Less: Tribute historical amortization expense

 

 

 

 

 

 

(3,677,830

)

 

(265,339

)

Pro forma adjustment

 

 

 

$

84,034,000

 

$

3,717,462

 

$

449,675

 

 

Adjustment of $0.4 million reflects the adjustment to the amortization expense associated with the fair value of the identifiable intangible assets acquired in the Merger Transaction of $0.7 million for the nine months ended September 30, 2016, less the historical Tribute amortization expense of $0.3 million.

 

The estimated fair value of amortizable intangible assets is expected to be amortized on a straight-line basis over the estimated useful lives. The amortizable lives reflect the periods over which the assets are expected to provide material economic benefit. With other assumptions held constant, a 10% increase in the fair value adjustment for amortizable intangible assets would increase annual pro forma amortization by approximately $0.8 million. In addition, with other assumptions held constant, a one year change in the estimated useful lives of marketed products would change annual amortization expense by approximately $0.6 million.

 

(c)Interest expense and other non-operating income (expense)—For the year ended December 31, 2015, the adjustment for interest expense reflects (i) the removal of $3.0 million of the interest expense and amortization expense of deferred financing fees associated with the repayment of a loan from SWK Funding LLC, a wholly-owned subsidiary of SWK Holdings Corporation (“SWK Loan”), (ii) $1.9 million additional interest incurred on the Debt Financing, calculated at a fixed interest rate of 2.5% and (iii) $0.2 million additional amortization of the debt issuance costs incurred for the Debt Financing. Adjustment for Other non-operating income (expense) reflects the removal of $0.2 million of accretion expense related to the discount of the SWK loan. In addition, the adjustment includes the reclassification of $0.6 million for amortization of deferring financing from “Amortization” to “Interest expense.”

 

For the nine months ended September 30, 2016, the adjustment for interest expense reflects (i) the removal of $0.3 million of interest expense associated with the repayment of the SWK Loan, (ii) $0.1 million additional interest incurred on the Debt Financing, calculated at a fixed interest rate of 2.5% and (iii) $13 thousand additional amortization of the debt issuance costs incurred for the Debt Financing.

 

(d)Income tax expense (benefit)—Adjustment reflects the income tax impacts of the pro forma adjustments made to the pro forma statement of operations using the Canadian statutory tax rate of 26.5%.

 

(e)Basic and diluted net loss per share—The unaudited pro forma adjustment to shares outstanding used in the calculation of basic and diluted net loss per share is calculated as follows (in shares):

 

 

 

Shares

 

 

 

outstanding

 

 

 

(December 31,

 

 

 

2015)

 

Historical Pozen weighted average shares outstanding

 

32,589,795

 

Aralez Shares to be issued to Tribute shareholders(i)

 

18,492,522

 

Aralez Shares issued for Equity Financing(ii)

 

12,000,000

 

Accelerated vesting of Pozen RSU’s(iii)

 

269,960

 

Total pro forma adjustments

 

30,762,482

 

Total pro forma weighted average shares outstanding

 

63,352,277

 

 

(i)Represents a total of 127,096,371 Tribute common shares converted at the ratio of 0.1455. This includes

 



 

those Tribute stock options that were exchanged for Tribute Shares.

 

(ii)As a result of the Equity Financing, 12,000,000 Aralez Shares were issued.

 

(iii)As a result of the Merger Transaction, RSU’s held by Pozen employees were accelerated and converted into Aralez Shares.

 

Note: Since Aralez was in a net loss position for the year end December 31, 2015, it excluded the effect of the 1) assumed exercise of Tribute equity instruments 2) conversion of the MFI promissory note and 3) the exercise of Pozen stock options in the diluted net loss per share calculations as their effects would have been anti-dilutive.

 

9. MFI ACQUISITION—PRO FORMA ADJUSTMENTS

 

The pro forma adjustments included in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2015 related to the MFI Acquisition by Tribute are as follows:

 

(a)Interest expense—Adjustment reflects the interest recognized in connection with the promissory note issued of $0.2 million (CAD), partially offset by the elimination of the $33.0 thousand (CAD) interest expense associated with the bank loan that was repaid in connection with the MFI Acquisition.

 

(b)Income tax benefit—Adjustment reflects the income tax impacts of the pro forma adjustments made to the pro forma statement of operations, using the Canadian statutory tax rate of 26.5%.