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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 29, 2015

POZEN INC.

(Exact name of registrant as specified in its charter)

Registrants telephone number, including area code: (919) 913-1030

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item. 1.01 Entry Into A Material Definitive Agreement.

Amendment to the Debt Facility Agreement

On October 29, 2015, POZEN Inc., a Delaware corporation ( POZEN or the Company ) executed an Amended and Restated Facility Agreement (the Amended and Restated Facility Agreement ) among POZEN, Aralez Pharmaceuticals Limited, a private limited company incorporated in Ireland ( Parent or Aralez ), Stamridge Limited (the Borrower ), Tribute Pharmaceuticals Canada Inc., a corporation incorporated under the laws of the Province of Ontario ( Tribute ), 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 ), and the other lender parties thereto (together with Deerfield Private Design, Deerfield International, and Deerfield Partners, the Lenders ).

Pursuant to the Amended and Restated Facility Agreement, the Borrower will borrow from the Lenders up to an aggregate principal amount of $275 million, of which (i) $75 million will be in the form of a 2.5% senior secured exchangeable promissory note due six years from issuance and exchangeable into ordinary shares of the Parent, $0.001 nominal value per share ( Parent Shares ) at an exchange price of $9.54 per share (the Exchange Notes ), issued and sold by Borrower to Deerfield Private Design or its registered assigns, upon the terms and conditions of the Amended and Restated Facility Agreement, and (ii) up to an aggregate principal amount of $200 million with an interest rate of 12.5%, which will be made available for Permitted Acquisitions (as defined in the Amended and Restated Facility Agreement), will be in the form of secured promissory notes issued and sold by the Borrower to the Lenders (the Acquisition Notes ), evidencing the Acquisition Loans, upon the terms and conditions and subject to the limitations set forth in the Acquisition Notes, all subject to the terms and conditions of the Amended and Restated Facility Agreement. The Amended and Restated Facility Agreement amends and restates the original debt facility agreement executed by POZEN on June 8, 2015 by substituting former convertible notes with the Exchange Notes, designating Stamridge Limited as the Borrower and issuer of the Exchange Notes and Acquisition Notes, and providing the Borrower with the option of selling the Exchange Notes for cash.

A copy of the Amended and Restated Facility Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Amended and Restated Facility Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Facility Agreement. Capitalized terms used above without definition have the meanings given such terms in the Amended and Restated Facility Agreement.

Amendment to the Registration Rights Agreement

In connection with the Amended and Restated Facility Agreement, on October 29, 2015, the Lenders and Parent entered into an Amended and Restated Registration Rights Agreement (the Amended and Restated Registration Rights Agreement ). The Amended and Restated...


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