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Pozen Inc Subject Company: Tribute Pharmaceuticals Canada Inc.

The following excerpt is from the company's SEC filing.

Commission File No.: 000-31198


-POZEN Schedules Stockholder Meeting for December 10, 2015

-Tribute Schedules Shareholder Meeting for December 9, 2015


November 6, 2015

POZEN Inc. (POZEN) (NASDAQ: POZN) and Tribute Pharmaceuticals Canada Inc. (Tribute) (


or OTCQX International:

) today announced that the registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (SEC) by Aralez Pharmaceuticals Limit ed (Aralez) on July 20, 2015, as amended on August 19, 2015 and October 30, 2015 (as amended, the Form S-4), which includes a proxy statement of POZEN, related to the securities to be issued to the security holders of POZEN, was declared effective on November 5, 2015. The Form S-4 is available on the SECs website, and may be accessed at Upon completion of the merger, which is expected to occur in December 2015, the combined company will be named Aralez Pharmaceuticals plc and will be domiciled in Ireland. Upon closing, Aralez is expected to trade on NASDAQ and the TSX.

POZEN and Tribute also announced that they have each scheduled stockholder and shareholder meetings, respectively, in connection with POZENs pending merger with Tribute and the combination under Aralez. POZENs special meeting of its stockholders will be held on December 10, 2015 at 8:30 a.m. EST, at the offices of POZEN, 1414 Raleigh Rd, Suite 400, Chapel Hill, North Carolina 27517. Tributes special meeting of its shareholders will be held on December 9, 2015 at 10:00 a.m. EST at the offices of Fogler, Rubinoff LLP, Tributes legal counsel, at 77 King Street West, Suite 3000, Toronto, Ontario. Such POZEN and Tribute meetings are being held to seek stockholder and shareholder approval, respectively, of the transaction agreement and the merger related matters.

POZEN is expected to immediately begin mailing a proxy statement/prospectus to its stockholders. This proxy statement/prospectus on Form S-4 will provide information for POZEN stockholders related to the transaction as well as instructions for POZEN stockholders on voting.

POZENs stockholders of record as of the close of business on October 28, 2015 are entitled to vote at the POZEN stockholder meeting.

Tribute is expected to mail its management information circular (the Information Circular) in the coming days, a copy of which will be available on

the System for Electronic Document Analysis Retrieval (SEDAR) website maintained by the Canadian Securities Administrators at and on the SECs website at Tributes shareholders of record as of the close of business on November 9, 2015 are entitled to vote at the Tribute shareholder meeting.

The Board of Directors of POZEN has unanimously recommended that POZEN stockholders vote to approve the transaction to be considered at POZENs special meeting of its stockholders and the other proposals set forth in the proxy statement/prospectus on Form S-4. The Board of Directors of Tribute has unanimously recommended that Tribute shareholders vote to approve the transaction to be considered at Tributes special meeting of its shareholders and the other proposals set forth in the Information Circular.

Transaction Terms and Structure

POZEN has formed a new company named Aralez Pharmaceuticals Limited, organized under the laws of Ireland. An indirect U.S. subsidiary of Aralez will merge with POZEN, with POZEN surviving as a wholly-owned subsidiary of Aralez. Similarly, an indirect Canadian subsidiary of Aralez will acquire Tribute, through a plan of arrangement, with Tribute surviving as a wholly-owned indirect subsidiary of Aralez. At closing, each share of POZEN common stock will be converted into the right to receive one Aralez ordinary share and each common share of Tribute (other than dissenting shares) will be exchanged for 0.1455 Aralez ordinary shares. As of October 28, 2015, POZEN had approximately 32.8 million shares of common stock outstanding and approximately 39.5 million fully diluted shares of common stock outstanding, and Tribute had approximately 126.2 million common shares outstanding and approximately 160.0 million fully diluted common shares outstanding. The transaction will be taxable to the POZEN stockholders and certain of the Tribute...