Aralez enters two purchase agreements worth $250M to sell almost all assets
Aralez announced that it intends to enter into purchase agreements with two separate stalking-horse purchasers to sell its main operating businesses: an agreement to sell its Vimovo royalties and Canadian operations to Nuvo Pharmaceuticals in a transaction valued at $110M and an agreement to sell its Toprol-XL franchise to its secured lender, certain funds managed by Deerfield Management, in a transaction valued at $140M. The company is also engaged in ongoing efforts to sell the assets not being sold in either of the proposed transactions and intends to wind down its operations following the consummation of the sales. The letters of intent signed with each of Nuvo and the company's secured lender included the material terms of each of the proposed transactions. Each proposed transaction is subject to entry into mutually agreeable definitive agreements, and in the case of Nuvo, obtaining committed financing, which is expected to be provided by the company's secured lender. Aralez has agreed to negotiate exclusively with Nuvo until August 19. Closing of each proposed transaction is subject to the receipt of applicable regulatory approvals and the satisfaction or waiver of other customary closing conditions. The proposed transactions are not conditioned on one another and will be subject to approval by the applicable courts supervising the restructuring proceedings described below. Aralez, together with its subsidiaries, intends to seek and obtain customary relief from the courts to permit it to continue to operate its business in the ordinary course without interruption during the sale process. In addition, Aralez has obtained commitments for debtor-in-possession, or DIP, financing of approximately $15M, from its secured lender, which is subject to approval of the courts. The company intends to use the proceeds from the DIP financing, in addition to cash flow from operations, to pay for all goods and services from vendors provided after the CCAA and Chapter 11 filing date in accordance with their current terms. In addition, the company and its subsidiaries have filed a number of customary pleadings seeking authorization from the courts to pay certain pre-petition obligations, support their business operations and transition them through the restructuring proceedings and the sale process. These include the payment of employee wages, salaries and benefits, and certain obligations to vendors. The sales and restructuring proceedings are the culmination of a previously announced financial and strategic review undertaken by the board of directors of the company. While the company continued to address and improve its financial profile through several cost savings initiatives, corporate restructurings and the payment In kind deferral of its July 1 interest payment until August 15, it became increasingly apparent during the course of the board's financial and strategic review, that absent the legal protection afforded through the restructuring proceedings, the company's cash position would continue to deteriorate. Following completion of the board's strategic review, after careful consideration of all available alternatives and having given due consideration to the interests of all stakeholders, the boards of directors of the company and each of its North American and Irish subsidiaries, with the assistance, input and advice from legal and financial advisors, have unanimously determined that a sale process under court supervision is in the best interests of the companies. Rob Harris, a director of the company, abstained from voting on these matters due to a potential conflict of interest relating to the ongoing sale process. In connection with the filing and to facilitate the administration of the restructuring proceedings more efficiently, the size of the board has been reduced to four members.