Nuvo Pharmaceuticals Acquisition of the Canadian business and the Vimovo assets of Aralez Pharmaceuticals

Goodmans LLP acted as counsel to Nuvo in connection with its purchase of the shares of Aralez Pharmaceuticals Canada Inc. (“Aralez Canada”) and certain assets of its US affiliate related to Vimovo. Aralez Pharmaceuticals Inc. and Aralez Canada (“Aralez”) sought and obtained protection from their creditors under the CCAA on August 10, 2018, in a filing before the Ontario Superior Court of Justice (Commercial List). On the same day, certain Aralez entities filed for protection from their creditors under Chapter 11 of the U.S. Bankruptcy Code before the United States Bankruptcy Court for the Southern District of New York. Deerfield is the senior secured lender and DIP lender to Aralez.

At the outset of the coordinated bankruptcy proceedings, Aralez announced its intention to enter into certain stalking-horse agreements and pursue a sale process for its assets and subsequently entered into and received Court approval of stalking horse agreements for each of: (i) its Canadian business; (ii) its Vimovo assets; and (iii) its Toprol assets.

Goodmans acted as counsel to Nuvo with respect to the purchase of the Canadian business and the Vimovo assets. A coordinated sale process approved by each of the Canadian and U.S. courts was pursued by Aralez with Nuvo ultimately being declared the successful bidder in respect of the Canadian business and the Vimovo assets. Sale approval is scheduled for December 4, 2018, in the U.S., and December 7, 2018, in Canada. The financing for the purchase is being provided by Deerfield and involves a combination of loans, convertible debentures and warrants issued by the Irish and Canadian entities respectively. The transactions are expected to close by the end of 2018.

The matter is unique as it involved a coordinated sale process between the Canadian and U.S. Courts. In addition, it is contemplated that the purchase of the Canadian business will occur via a share purchase with Canadian unsecured creditors being unimpaired. The financing is a unique multi-layered financing consisting of an Irish amortizing loan, a Canadian convertible loan and equity warrants in Nuvo.