Attached files
file | filename |
---|---|
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;
· Pozens audited financial statements and related notes contained within Aralezs Annual Report on Form 10-K for the year ended December 31, 2015;
· Aralezs Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016;
· Tributes 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 |
|
Historical |
|
TOPROL-XL |
|
|
Pro Forma |
|
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 |
|
Historical |
|
Merger |
|
|
|
Pro Forma |
|
Historical |
|
ZONVTIVITY |
|
|
|
Historical |
|
TOPROL-XL |
|
|
|
Pro Forma |
| ||
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 |
|
Historical |
|
Historical |
|
MFI Acquisition |
|
|
|
Pro Forma |
|
Pro Forma |
|
Merger Transaction |
|
|
|
Pro Forma |
|
Historical |
|
ZONTIVITY |
|
|
|
Historical |
|
TOPROL-XL |
|
|
|
Pro Forma |
| ||
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 Pozens 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 Aralezs 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 holders 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 ACQUISITIONPRELIMINARY 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 ACQUISITIONPRO 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 equivalentsAdjustment 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 Companys 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)InventoryAdjustment 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 assetsAdjustment 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)GoodwillAdjustment 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, netAdjustment 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, netAdjustment 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 Companys cash balance for the initial upfront cash payment previously paid at the closing of the ZONTIVITY Acquisition in September 2016.
(h)Long-term contingent considerationAdjustment 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 deficitThe 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 Aralezs operations.
(j)Amortization of intangibles assetsReflects 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 expenseReflects 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 ACQUISITIONPRO 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 salesFor 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 Aralezs 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 Aralezs operations upon completion of the transition services agreement.
(b)Write down of inventoriesThe adjustment reflects a $51.1 million reclassification of inventory write down from
Cost of sales to Write down of inventories.
(c)Amortization of intangibles assetsReflects 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 expenseReflects the adjustment to interest expense associated with the credit facility used to replenish the Companys 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 Pozens 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) Tributes 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 |
| |
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 TRANSACTIONPRO 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 expensesAdjustment 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 assetsAdjustment 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 shareThe 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 RSUs(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, RSUs 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 ACQUISITIONPRO 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 expenseAdjustment 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 benefitAdjustment 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%.