SUMMARY

        The following summary highlights selected information in this proxy statement/prospectus and may not contain all the information that may be important to you. Accordingly, we encourage you to read carefully this entire proxy statement/prospectus. In addition, you should read the annexes and the documents referred to in this proxy statement/prospectus since they are the legal documents that govern the transactions. Each item in this summary includes a page reference directing you to a more complete description of that topic. You may obtain the information incorporated by reference into this proxy statement/prospectus without charge by following the instructions under the section entitled "Where You Can Find More Information" beginning on page 236 of this proxy statement/prospectus.

The Parties to the Merger and the Arrangement (page 55)

Aralez Pharmaceuticals Inc., replacing Aralez Pharmaceuticals plc (formerly Aralez Pharmaceuticals Limited and Aguono Limited)

2800 Park Place
666 Burrard Street
Vancouver, British Colombia, Canada V6C 2Z7
(604) 687-9444

        Parent is a corporation formed on December 2, 2015 under the laws of the Province of British Columbia, Canada. To date, Parent has not conducted any material activities other than those incident to its formation, the execution of Amendment No. 2 to the original merger agreement and the taking of certain steps in connection thereto.

        It is a condition of closing that the Parent Shares be approved for listing on NASDAQ, subject to official notice of issuance, and conditionally approved for listing on the TSX, subject only to the satisfaction of the customary listing conditions of the TSX, and Parent has reserved the symbols "ARLZ" and "ARZ", respectively. It is also expected that after consummation of the transactions, Parent's financial statements to be filed with the SEC will be audited by Ernst & Young LLP, a U.S. PCAOB registered firm.

ARLZ US Acquisition II Corp., replacing ARLZ US Acquisition Corp. pursuant to Amendment No. 1 to the original merger agreement

c/o POZEN Inc.
1414 Raleigh Road, Suite 400
Chapel Hill, North Carolina 27517
(919) 913-1030

        US Merger Sub is a Delaware corporation, initially formed as a sister company to Parent and currently an indirect subsidiary of Parent, incorporated on August 13, 2015. On August 19, 2015, pursuant to Amendment No. 1 to the original merger agreement, US Merger Sub replaced ARLZ US Acquisition Corp. in order to optimize the corporate structure of the Parent in the future. To date, US Merger Sub has not conducted any activities other than those incident to its formation, the execution of Amendment No. 1 to the original merger agreement and Amendment No. 2 to the original merger agreement and the taking of certain steps in connection thereto.

ARLZ CA Acquisition Corp.

c/o POZEN Inc.
1414 Raleigh Road, Suite 400
Chapel Hill, North Carolina 27517
(919) 913-1030

        Can Merger Sub is a corporation formed under the laws of the Province of Ontario on June 5, 2015 and a wholly owned indirect subsidiary of Parent. To date, Can Merger Sub has not conducted any activities other than those incident to its formation, the execution of the merger agreement and the taking of certain steps in connection thereto.

POZEN Inc.

1414 Raleigh Rd, Suite 400
Chapel Hill, North Carolina 27517
(919) 913-1030

        Pozen is a Delaware corporation. Pozen is a specialty pharmaceutical company that to date has historically focused on developing novel therapeutics for unmet medical needs and licensing those products to other pharmaceutical companies for commercialization. By utilizing a unique in-source model and focusing on integrated therapies, Pozen has successfully developed and obtained U.S. Food and Drug Administration (the "FDA") approval of two self-invented products. Funded by milestones/royalty streams, Pozen has created a portfolio of cost-effective, evidence-based integrated aspirin therapies. Since its founding in 1996, Pozen has had a long, successful history of creating novel pharmacologic agents by combining existing drug therapies that result in superior patient outcomes. This approach allows for a potentially higher success rate than NCE (new chemical entity) development. Pozen's lead product candidate PA32540 (YOSPRALA™) is a component of Pozen's pipeline of cost-effective, integrated therapies that are designed to enable the full power of aspirin by reducing its GI damage—with the potential to benefit the millions of Americans who use aspirin for cardiovascular disease prevention.

        POZEN's common stock is traded under the symbol "POZN" on the NASDAQ Global Market.

Tribute Pharmaceuticals Canada Inc. (expected to be renamed Aralez Pharmaceuticals Canada Inc.)

151 Steeles Avenue East
Milton, Ontario, Canada L9T 1Y1
(905) 876-3166

        Tribute is a corporation formed under the laws of the Province of Ontario. Tribute is a specialty pharmaceutical company with a primary focus on the acquisition, licensing, development and promotion of healthcare products in Canadian and U.S. markets.

        Tribute markets Cambia® (diclofenac potassium for oral solution), Bezalip® SR (bezafibrate), Soriatane® (acitretin), NeoVisc® (1.0% sodium hyaluronate solution), Uracyst® (sodium chondroitin sulfate solution 2%), Fiorinal®, Fiorinal® C, Visken®, Viskazide®, Collatamp® G, Durela®, Proferrin®, Iberogast®, MoviPrep®, Normacol®, Resultz®, Pegalax®, Balanse®, Balanse® Kids, Diaflor™, Mutaflor®, and Purfem® in the Canadian market. Additionally, NeoVisc® and Uracyst® are commercially available and are sold globally through various international partnerships. Tribute also has the exclusive U.S. rights to Fibricor® and its related authorized generic. In addition, it has the exclusive U.S. rights to develop and commercialize Bezalip SR in the U.S. and has the exclusive right to sell bilastine, a product licensed from Faes Farma for the treatment of allergic rhinitis and chronic idiopathic urticaria (hives), in Canada. The exclusive license is inclusive of prescription and non-prescription rights for bilastine, as well as adult and pediatric presentations in Canada. Bilastine is subject to receiving Canadian regulatory approval. Tribute also has the Canadian rights to ibSium®, which was approved in Canada in June 2015 and two additional pipeline products including Octasa® and BedBugz™, both of which are pending submission to Health Canada.

        Tribute common shares are currently traded on the TSX Venture Exchange (the "TSXV") under the symbol "TRX", and quoted on the OTCQX International ("OTCQX") under the symbol

"TBUFF". After the closing of the transactions, it is expected that Tribute's name will be changed to Aralez Pharmaceuticals Canada, Inc.

        Below is a complete corporate chart of Parent and its subsidiaries immediately following the effective time of the transactions:

The Merger, the Arrangement and the Merger Agreement

        The terms and conditions of the merger and the arrangement are contained in the merger agreement, a copy of which is attached as Annex A to this proxy statement/prospectus. We encourage you to read the merger agreement carefully and in its entirety, as it is the legal document that governs the merger.

        As depicted above, upon completion of the transactions, the parties will be structured in a holding company structure with Parent being the holding company, Pozen being an indirect wholly owned subsidiary of Parent and Amalco being a direct wholly owned subsidiary of Parent. To effect this structure, Pozen caused Parent to be incorporated, Holdings to be incorporated as a direct, wholly owned subsidiary of Parent, and each of US Merger Sub and Can Merger Sub to be incorporated as sister corporations. Subsequently, US Merger Sub will be transferred to become a direct, wholly owned subsidiary of Holdings, and Can Merger Sub will be transferred to become a direct, wholly owned subsidiary of Parent. Each of Holdings, US Merger Sub and Can Merger Sub has a nominal amount of stock outstanding, has no assets (other than nominal amounts of cash and cash equivalents representing its initial capitalization) and conducts no business, except in furtherance of the transactions contemplated by the merger agreement.

        Under the terms of the merger agreement, US Merger Sub will merge with and into Pozen, with Pozen as the surviving corporation in the merger. As a result of the merger, Pozen will become an indirect wholly owned subsidiary of Parent. Immediately preceding the merger, Can Merger Sub and Tribute will amalgamate by way of a court approved plan of arrangement. Upon completion of the arrangement, the separate legal existence of Tribute and Can Merger Sub will cease, and Tribute and Can Merger Sub will continue as Amalco, with the property of Tribute and Can Merger Sub becoming the property of Amalco. Upon completion of the arrangement, Amalco will become a direct wholly owned subsidiary of Parent.

Merger Consideration to Pozen Stockholders (page 106)

        At the merger effective time, each share of Pozen common stock issued and outstanding immediately prior to the merger effective time shall be converted into the right to receive from Parent one Parent Share. All such shares of Pozen common stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and shall cease to exist. Holders of outstanding Pozen equity awards will receive the consideration described under the section entitled "The Merger

Agreement—Treatment of Outstanding Pozen Equity Awards" beginning on page 107 of this proxy statement/prospectus.

Treatment of Outstanding Pozen Equity Awards (page 107)

        Except for the performance-based option to be issued to John R. Plachetka pursuant to his separation agreement dated May 29, 2015, each stock option that is unvested and outstanding immediately prior to the merger effective time, shall, as of immediately prior to the merger effective time, become vested and exercisable. At the merger effective time, each outstanding option to purchase Pozen common stock shall be assumed by Parent. Each option to purchase Pozen common stock so assumed by Parent under the merger agreement will continue to have, and be subject to, the same terms and conditions of such options immediately prior to the merger effective time (including, without limitation, any repurchase rights) except that (i) each option to purchase Pozen common stock will be solely exercisable (or will become exercisable in accordance with its terms) for that number of whole Parent Shares equal to the number of shares of Pozen common stock that were issuable upon exercise of such Pozen option immediately prior to the merger effective time, and (ii) the per share exercise price for the Parent Shares issuable upon exercise of such assumed options to purchase Pozen common stock will be equal the exercise price per share of Pozen common stock at which such option to purchase Pozen common stock was exercisable immediately prior to the merger effective time.

        Except for Pozen RSU awards held by Adrian Adams, Andrew Koven and other Pozen employees hired after May 31, 2015 ("New Pozen Employees") and RSU awards held by our board of directors, each stock-based award other than a Pozen option that is outstanding immediately prior to the merger effective time, shall, whether vested or unvested, as of immediately prior to the merger effective time, become vested except with respect to other Pozen stock-based awards subject to and not exempt from Section 409A of the Code. Each New Pozen Employee, our directors and any individual holding stock-based awards subject to Section 409A will receive comparable Parent RSU awards of equal value and vesting on the basis of one Parent RSU for each Pozen RSU held immediately prior to the merger effective time.

        At the merger effective time, the POZEN Inc. 2010 Omnibus Equity Incentive Plan will terminate with no further grants being made thereunder, and shares with respect to all grants outstanding under the POZEN Inc. 2010 Omnibus Equity Incentive Plan will be issued or transferred under the 2016 Plan.

Comparative Per Share Market Price Data and Dividend Information (page 40)

        It is a condition of closing that the Parent Shares be approved for listing on NASDAQ, subject to official notice of issuance, under the symbol "ARLZ" and conditionally approved for listing on the TSX under the symbol "ARZ", subject only to the satisfaction of the customary listing conditions of the TSX. Pozen common stock is listed and traded on NASDAQ under the symbol "POZN". Tribute common shares are currently listed on TSXV under the symbol "TRX" and quoted on the OTCQX under the symbol "TBUFF". Upon completion of the merger, the Pozen common stock will cease to be listed on the NASDAQ and the Tribute common shares will cease to be listed on the TSXV and quoted on the OTCQX.

        The following table represents the closing prices of Pozen common stock and Tribute common shares on (i) June 5, 2015, the last trading day before the public announcement of the merger agreement, (ii) June 8, 2015, the trading day on which Pozen and Tribute announced the merger, (iii) December 8, 2015, the trading day after Pozen and Tribute announced Amendment No. 2 to the original merger agreement and the amendments to the other transaction documents, and

(iv) December     , 2015, the last practicable trading day prior to the mailing of this proxy statement/prospectus.

Date		Pozen Closing Price			Tribute Closing Price on OTCQX(1)			Tribute Closing Price on TSXV(2)
June 5, 2015		$	7.55		$	1.05		$	1.30
June 8, 2015		$	8.98		$	1.17		$	1.50
December 8, 2015		$	7.19		$	0.95		$	1.33
December     , 2015		$			$			$

---

(1)

Price in U.S. dollars.

(2)

Price in Canadian dollars.

Recommendation of the Pozen Board of Directors; Pozen's Reasons for the Transactions (page 68)

        After careful consideration of various factors, including those described in the section entitled "The Transactions—Recommendation of the Pozen Board of Directors; Pozen's Reasons for the Transactions" beginning on page 68 of this proxy statement/prospectus, at meetings held on June 7, 2015, August 19, 2015 and December 6, 2015, the Pozen board of directors present at such meetings unanimously (i) approved the original merger agreement, Amendment No. 1 to the original merger agreement and Amendment No. 2 to the original merger agreement, respectively, and the transactions contemplated thereby and, at their June 7, 2015, August 19, 2015 and December 6, 2015 meetings, (ii) recommended that Pozen stockholders vote for adoption of the original merger agreement and Amendment No. 2 to the original merger agreement, respectively, and approval of the transactions contemplated thereby and for the other proposals to be considered at the Pozen special meeting.

Opinions of Pozen's Financial Advisors (page 72)

Opinion of Guggenheim Securities, LLC (page 72)

        Guggenheim Securities, LLC ("Guggenheim Securities") delivered its opinion to Pozen's board of directors to the effect that, as of June 8, 2015 and based on the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken, taking into account the merger, the exchange ratio of 0.1455 Aralez Ireland Shares (as defined below) per Tribute common share, was fair, from a financial point of view, to the holders of shares of Pozen common stock, excluding Tribute and Tribute's affiliates. The full text of Guggenheim Securities' written opinion, which is attached as Annex B to this proxy statement/prospectus and which you should read carefully and in its entirety, is subject to the assumptions, limitations, qualifications and other conditions contained in such opinion and is necessarily based on economic, capital markets and other conditions, and the information made available to Guggenheim Securities, as of the date of such opinion.

        Guggenheim Securities' opinion was provided to Pozen's board of directors (in its capacity as such) for its information and assistance in connection with its evaluation, taking into account the merger, of the Tribute exchange ratio, pursuant to the original merger agreement, and did not constitute a recommendation to Pozen's board of directors with respect to the merger or the arrangement, and does not constitute advice or a recommendation to any holder of Pozen common stock or Tribute common shares as to how to vote in connection with the merger, the arrangement or otherwise. Guggenheim Securities' opinion only addresses, as of the date thereof, taking into account the merger, the fairness of the Tribute exchange ratio, pursuant to the original merger agreement, from a financial point of view, to the stockholders of Pozen (excluding Tribute and its affiliates), and does not address any other term or aspect of the merger, the arrangement, the original merger transaction documentation (the "transaction documentation") or any other agreement, transaction document or instrument

contemplated by the transaction documentation or to be entered into or amended in connection with the merger, the arrangement or any financing or other transactions related thereto.

         More specifically, Guggenheim Securities' opinion (i) did not address Pozen's underlying business or financial decision to pursue the transactions, the relative merits of the transactions as compared to any alternative business or financial strategies that might exist for Pozen, the original equity financing (as defined below) and original debt financing (as defined below) (the original equity financing and the original debt financing together, the "financing transactions"), or the effects of any other transaction in which Pozen might engage; (ii) only addressed, as of the date thereof, taking into account the merger, the fairness of the Tribute exchange ratio pursuant to the original merger agreement from a financial point of view, to the holders of Pozen common stock (excluding Tribute and its affiliates), pursuant to the transaction documentation; (iii) expressed no view or opinion as to (a) any other term or aspect of the transactions, the transaction documentation or any other agreement, transaction document or instrument contemplated by the transaction documentation or to be entered into or amended in connection with the transactions, or (b) the fairness, financial or otherwise, of the transactions to the holders of any class of securities, creditors or other constituencies of Tribute; and (iv) expressed no view or opinion as to the fairness, financial or otherwise, of the amount or nature of any compensation payable to or to be received by any of Pozen's and/or Tribute's officers, directors or employees, or any class of such persons, in connection with the transactions relative to the Tribute exchange ratio pursuant to the original merger agreement or otherwise. Furthermore, Guggenheim Securities expressed no view or opinion as to the price or range of prices at which the shares of common stock or other securities of Pozen, the common shares or other securities of Tribute, and the Aralez Ireland Shares (as defined below) or other securities of Aralez Ireland may trade at any time, including, without limitation, subsequent to the announcement or consummation of the transactions. See the section entitled " The Transactions—Opinions of Pozen's Financial Advisors—Opinion of Guggenheim Securities, LLC" beginning on page 72.

        Guggenheim Securities' opinion was rendered in connection with the execution of the original merger agreement on June 8, 2015 and did not take into account any amendments thereto pursuant to the merger agreement.

Opinion of Deutsche Bank Securities Inc. (page 87)

        On June 7, 2015, Deutsche Bank Securities Inc. ("Deutsche Bank"), a financial advisor to Pozen, rendered its oral opinion to the Pozen board of directors, subsequently confirmed by delivery of a written opinion dated June 8, 2015, to the effect that, as of the date of such opinion, and based upon and subject to the assumptions, limitations, qualifications and conditions set forth in its opinion, the exchange ratio of 0.1455 Aralez Ireland Shares (as defined below) per Tribute common share pursuant to the original merger agreement (taking into account the merger) was fair, from a financial point of view, to the holders of outstanding Pozen common stock (excluding Aralez Ireland, Tribute and their respective affiliates). Deutsche Bank expressed no opinion with respect to the original equity financing and the original debt financing?.

         The full text of Deutsche Bank's written opinion, dated June 8, 2015, which sets forth the assumptions made, procedures followed, matters considered and limitations, qualifications and conditions on the review undertaken in connection with the opinion, is included in this proxy statement/prospectus as Annex C and is incorporated herein by reference. The summary of Deutsche Bank's opinion set forth in this proxy statement/prospectus is qualified in its entirety by reference to the full text of the opinion. Deutsche Bank's opinion was addressed to, and for the use and benefit of, the Pozen board of directors in connection with its evaluation of the transaction. Deutsche Bank's opinion does not constitute a recommendation as to how any holder of Pozen's common stock or other securities of Pozen or any holder of securities of any other entity should vote or act with respect to the transaction or any related matter. Deutsche Bank's opinion was limited solely to the fairness, from a financial point of view, of the exchange ratio of 0.1455 Aralez Ireland Shares (as defined below) per

Tribute common share pursuant to the original merger agreement (taking into account the merger) to the holders of outstanding Pozen common stock as of the date of the opinion (excluding Aralez Ireland, Tribute and their respective affiliates), and Deutsche Bank did not express any opinion as to the underlying decision by Pozen to engage in the transaction or the relative merits of the transaction as compared to any alternative transactions or business strategies. See the section entitled " The Transactions—Opinions of Pozen's Financial Advisors—Opinion of Deutsche Bank Securities Inc." beginning on page 87.

        Deutsche Bank's opinion was rendered in connection with the execution of the original merger agreement on June 8, 2015 and did not take into account any amendments thereto pursuant to the merger agreement.

Vote Required

        The proposal at the Pozen special meeting to adopt the merger agreement and approve the transactions contemplated thereby requires the affirmative vote of holders of a majority of the shares of Pozen common stock outstanding and entitled to vote as of the close of business on the record date.

        The proposal to approve the issuance by Parent of Parent Shares to be exchanged following the arrangement effective time for Tribute common shares issued by Tribute in a private placement immediately prior to the arrangement, at a price that is less than the greater of book or market value, which, together with the issuance of Parent Shares upon the conversion of certain convertible notes, equals 20% or more of the Parent Shares or 20% or more of the voting power outstanding before such issuance by Parent requires the affirmative vote of a majority of the votes cast thereon.

        The proposal to approve the issuance by Parent, after giving effect to the merger and arrangement, of Parent Shares upon conversion of convertible notes at a conversion price that may be less than the greater of book or market value, which, together with the issuance by Parent of Parent Shares in exchange for Tribute common shares issued in a private placement, equals 20% or more of the Parent Shares or 20% or more of the voting power outstanding before such issuance by Parent requires the affirmative vote of a majority of the votes cast thereon.

        The proposal to approve, on a non-binding advisory basis, certain compensatory arrangements between Pozen and its named executive officers relating to the merger requires the affirmative vote of a majority of the votes cast thereon, although such vote will not be binding on Pozen.

        The proposal to approve the 2016 Plan requires the affirmative vote of a majority of the votes cast thereon.

        The proposal to adjourn the Pozen special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the Pozen special meeting, requires the affirmative vote of holders of a majority of the shares of Pozen common stock present in person or represented by proxy at the Pozen special meeting and entitled to vote thereon, whether or not a quorum is present.

        As of the record date, the directors and executive officers of Pozen beneficially owned and were entitled to vote                        shares of Pozen common stock, representing approximately         % of the outstanding shares of Pozen common stock as of the close of business on the record date. Each of Pozen's directors and executive officers has indicated his or her present intention to vote their shares of Pozen common stock in favor of each of the proposals to be submitted at the Pozen special meeting, including Dr. Plachetka pursuant to the Plachetka Voting Agreement.

Interests of Certain Persons In the Merger (page 170)

        In considering the recommendation of the Pozen board of directors with respect to the transactions, Pozen stockholders should be aware that certain executive officers and all of the directors

of Pozen have certain interests in the merger that may be different from, or in addition to, the interests of Pozen stockholders generally. The Pozen board of directors were aware of these interests and considered them, among other matters, in approving the merger agreement and the transactions and making their recommendations to Pozen stockholders. Interests of Pozen's directors and executive officers that may be in addition to, or different from, any interests of Pozen's shareholders include that:

•

Parent and/or Pozen intends to enter into an agreement with each director and executive officer of Pozen providing for a gross-up with respect to any excise taxes that may be imposed pursuant to Section 4985 of the Code, which excise tax is not applicable to other Pozen stockholders. No Pozen director or executive officer will receive a gross-up from Parent or Pozen in respect of any capital gains tax imposed on the exchange of Pozen common shares held by such Pozen director or executive officer in the transaction, and each Pozen director and executive officer will be responsible for such capital gains tax just like any other Pozen stockholder.



•

Pozen intends to accelerate the vesting of the outstanding equity awards for the legacy Pozen employees.



•

Pozen's directors and executive officers are entitled to continued indemnification and insurance coverage under Pozen's organizational documents, Delaware law and the merger agreement.

        These interests are discussed in more detail in the section entitled "Interests of Certain Persons in the Merger" beginning on page 170.

Regulatory Approvals (page 102)

        Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the rules and regulations promulgated thereunder by the Federal Trade Commission (the "FTC"), Pozen and Tribute each may be required to submit a Notification and Report Form and certain documents and information to the FTC and the Antitrust Division of the Department of Justice (the "Antitrust Division"). Generally, the form requires each of Pozen and Tribute to submit its most recent annual financial report, certain documents that may have been created for the purpose of evaluating the competitive effects of the acquisition (if any), certain information about revenues derived in the most recent complete year from operations affecting U.S. markets, certain information concerning the corporate structure of each party and the interests that each party may hold in other entities and, to the extent that the parties are active in the same product markets in the U.S., certain additional information about the parties' activities in the U.S. The parties in this case are not active in the same product markets in the U.S. If compliance with the HSR is required, the parties will be required to observe a statutory 30 calendar day waiting period following submission of the materials described above, which waiting period can be extended by the relevant agency, before completing the transactions. The parties do not expect the waiting period in this case to be extended beyond 30 calendar days. Pozen and Tribute plan to comply with their respective obligations, if any, under the HSR Act.

        Under the Competition Act (Canada) and the regulations promulgated thereunder (the "Competition Act"), merging parties may be required to submit notifications and certain documents and information to the Canadian Competition Bureau if certain financial thresholds are satisfied. Pozen and Tribute have determined that no pre-notification pursuant to the Competition Act is required in respect of the transactions.

Delisting and Deregistration of Pozen common stock (page 236)

        Upon completion of the transactions, the Pozen common stock currently listed on NASDAQ will cease to be listed on NASDAQ and is expected to be subsequently deregistered under the Exchange Act.

Pozen Non-Solicitation; Pozen Acquisition Proposals (page 119)

        Subject to the exceptions described below, until the earlier of the closing of the transactions or the date, if any, on which the merger agreement is terminated, Pozen has agreed that it will not, and will cause its subsidiaries and direct each of its and their respective representatives not to, directly or indirectly, through any other person:

•

initiate, solicit, knowingly facilitate or knowingly encourage (including by way of furnishing or affording access to information), or take any other action that would be reasonably expected to promote, directly or indirectly, any inquiries or the making of any proposal or offer with respect to a Pozen acquisition proposal or potential Pozen acquisition proposal;



•

participate or engage in any discussions or negotiations regarding, or provide any information with respect to, or otherwise cooperate in any way with, or assist or participate in, knowingly encourage or otherwise knowingly facilitate, any effort or attempt by any other person (other than Tribute and its affiliates) to make or complete a Pozen acquisition proposal;



•

effect any Pozen change of recommendation (defined below);



•

approve, recommend or remain neutral with respect to, or publicly propose to approve, recommend or remain neutral with respect to any Pozen acquisition proposal (it being understood that publicly taking no position or a neutral position with respect to a Pozen acquisition proposal until the fifth business day after such Pozen acquisition proposal has been publicly announced shall not constitute a violation of this requirement; or



•

accept or enter into, or publicly propose to accept or enter into, any Pozen acquisition agreement.

        A "Pozen change of recommendation" for the purpose of the merger agreement means any of the following: (i) the Pozen board of directors withholds, withdraws, modifies, changes or qualifies in a manner adverse to Tribute the Pozen recommendation (as defined in the section entitled "The Merger Agreement—Board Recommendations; Pozen Special Meeting" beginning on page 119 of this proxy statement/prospectus), (ii) the Pozen board of directors approves or recommends any Pozen acquisition proposal, (iii) Pozen enters into a Pozen acquisition agreement or (iv) Pozen or the Pozen board of directors publicly proposes or announces its intention to do any of the foregoing.

        However, if, prior to receipt of the Pozen stockholder approval, Pozen or any of its subsidiaries, or any of its or their respective representatives, receives a written Pozen acquisition proposal (including, an amendment, change or modification to a Pozen acquisition proposal made prior to the date of the merger agreement) that was not solicited after the date of the merger agreement in contravention of the restrictions described above, Pozen and its representatives may:

•

contact the person making the Pozen acquisition proposal (or such person's representatives) solely for the purpose of clarifying the terms and conditions of such Pozen acquisition proposal and the likelihood of its consummation, so as to determine whether such Pozen acquisition proposal is, or could reasonably be expected to lead to, a Pozen superior proposal (as described below); and



•

if the Pozen board of directors determines in good faith, following consultation with its outside legal counsel and financial advisors, that such Pozen acquisition proposal is, or could reasonably be expected to lead to, a Pozen superior proposal and that the failure to take relevant action would conflict with its fiduciary duties:



•

furnish to such person (and such person's representatives) information with respect to Pozen and its subsidiaries, provided that (1) Pozen first enters into a confidentiality agreement with such person that is no less favorable (including with respect to any "standstill" and similar provisions) to Pozen than the non-disclosure agreement between

Pozen and Tribute, and sends a copy of such agreement to Tribute promptly following its execution, and (2) Pozen contemporaneously provides to Tribute any non-public information concerning Pozen and its subsidiaries that is provided to such person which was not previously provided to Tribute is also provided to Tribute or its representatives; and

•

engage in discussions and negotiations with such person and its representatives with respect to such Pozen acquisition proposal.

        A "Pozen superior proposal" for the purpose of the merger agreement means, in general terms, an unsolicited bona fide written Pozen acquisition proposal ( provided , however , that, for the purposes of this definition, all references to "20%" in the definition of "Pozen acquisition proposal" as it relates to securities of Pozen shall be changed to "50%" and references to "20%," as regards the assets of Pozen, shall be changed to "50%") made by a person or persons acting jointly or in concert (other than Parent, Tribute, Pozen and any of their respective affiliates) and which, or in respect of which: (i) the Pozen board of directors has determined in good faith, after consultation with its financial advisors and outside legal counsel: (a) would, if consummated, taking into account all of the terms and conditions of such Pozen acquisition proposal (but not assuming any risk of non-completion), result in a transaction which is more favorable to Pozen stockholders from a financial point of view than the merger and the arrangement; (b) is reasonably capable of being completed in accordance with its terms, without undue delay, taking into account all legal, financial, regulatory and other aspects of such Pozen acquisition proposal and the person or persons making such Pozen acquisition proposal; and (c) that funds, securities or other consideration necessary for the Pozen acquisition proposal are or are reasonably likely to be available; and (ii) in the case of a Pozen acquisition proposal involving shares of Pozen common stock, is made available to all of the Pozen stockholders on the same terms and conditions.

        Pozen must promptly (and in any event within 24 hours of receipt) notify Tribute, at first orally and then in writing, of any proposal, inquiry, offer or request relating to or constituting a Pozen acquisition proposal, or which could reasonably be expected to lead to a Pozen acquisition proposal, in each case, received on or after the date of the merger agreement, of which Pozen, any of its subsidiaries or any of their respective representatives is or becomes aware, or any request received by Pozen or any of its subsidiaries or any of their respective representatives for non-public information relating to Pozen or any of its subsidiaries in connection with a potential or actual Pozen acquisition proposal or for access to the properties, books and records or a list of securityholders of Pozen or any of its subsidiaries in connection with a potential or actual Pozen acquisition proposal. Such notice shall include the identity of the person making such Pozen acquisition proposal or proposal, inquiry, offer or request and a description of the material terms and conditions of such Pozen acquisition proposal or proposal, inquiry, offer or request, including a copy of any written materials submitted to Pozen, any of its subsidiaries or their representatives. Following the initial notification by Pozen to Tribute in respect of any Pozen acquisition proposal (or proposal, inquiry, offer or request in respect thereof) pursuant to the terms of the immediately preceding sentence, Pozen must keep Tribute promptly and fully informed of the status, including any change to the material terms and conditions, of any such Pozen acquisition proposal, proposal, inquiry, offer or request (for the avoidance of doubt, following such initial notification pursuant to the immediately preceding sentence, the terms of this sentence shall control in respect of such Pozen acquisition proposal, proposal, inquiry, offer or request).

Pozen Change of Recommendation (page 121)

        The Pozen board of directors may, at any time after the date of the merger agreement and prior to the receipt of the Pozen stockholder approval, (i) effect a Pozen change of recommendation, if there is a material change, effect, development, circumstance, condition, state of facts, event or occurrence (that does not relate to or involve a Pozen acquisition proposal) occurring or arising after the date of the merger agreement that was not known to the Pozen board of directors or certain officers of Pozen, or the material consequences of which (based on facts known to the Pozen board of directors or certain officers, as of the date of the merger agreement) were not reasonably foreseeable, as of the date of the

merger agreement (a "Pozen intervening event"), or (ii) following receipt of a bona fide, unsolicited, written Pozen acquisition proposal that the Pozen board of directors determines in good faith, after consultations with outside legal and financial advisors, is a Pozen superior proposal, effect a Pozen change of recommendation and/or accept, approve or enter into any alternative Pozen acquisition agreement, if and only if:

•

in the case of clause (ii) above, such Pozen acquisition proposal did not result from a breach of the non-solicitation provision described above and Pozen has complied with the other terms described in this summary;



•

the Pozen board of directors has determined in good faith, after consultation with its outside legal and financial advisors, that the failure to take the relevant action specified in clause (i) or clause (ii) above, as applicable, would be reasonably likely to be inconsistent with the Pozen board of directors' fiduciary duties to Pozen stockholders under applicable laws;



•

Pozen has provided written notice to Tribute delivered promptly (and in any event, within 24 hours) after the determination by the Pozen board of directors that (a) a Pozen intervening event has occurred, advising Tribute that the Pozen board of directors has determined that a Pozen intervening event has occurred and, as a result thereof, the Pozen board of directors intends to effect a Pozen change of recommendation, which written notice will set forth in reasonable detail the facts and circumstances related to the Pozen intervening event, or (b) a Pozen superior proposal exists, advising Tribute that Pozen has received a Pozen superior proposal and including written notice of the determination of the Pozen board of directors that such Pozen acquisition proposal constitutes a Pozen superior proposal, and, in the case of clause (ii) above, provided Tribute with a copy of any document(s) containing such Pozen acquisition proposal; and



•

solely in the case of a Pozen intervening event or a Pozen superior proposal, Pozen previously or concurrently will have terminated the merger agreement and paid the applicable termination fee described below under the section entitled "The Merger Agreement—Termination; Termination Fees; Effect of Termination" beginning on page 130 of this proxy statement/prospectus.

        Nothing in the merger agreement will prevent Pozen or the Pozen board of directors from (i) complying with its disclosure obligations under applicable U.S. federal or state law with regard to a Pozen acquisition proposal, as long as such disclosure does not constitute a Pozen change of recommendation, except as otherwise permitted by the merger agreement, or (ii) calling and/or holding a meeting of the Pozen stockholders requisitioned by the Pozen stockholders in accordance with the DGCL or taking any other action with respect to a Pozen acquisition proposal to the extent ordered or mandated by a court of competent jurisdiction, as long as any proxy statement or other document required in connection with such meeting recommends that Pozen stockholders vote against any proposed resolution in favor of or necessary to complete such Pozen acquisition proposal.

Tribute Non-Solicitation; Tribute Acquisition Proposals (page 122)

        Subject to the exceptions described below, until the earlier of the closing or the date, if any, on which the merger agreement is terminated, Tribute has agreed that it will not, and will cause its subsidiaries and direct each of its and their respective representatives not to, directly or indirectly, through any other person:

•

initiate, solicit, knowingly facilitate or knowingly encourage (including by way of furnishing or affording access to information), or take any other action that would be reasonably expected to promote, directly or indirectly, any inquiries or the making of any proposal or offer with respect to a Tribute acquisition proposal or potential Tribute acquisition proposal;

•

participate or engage in any discussions or negotiations regarding, or provide any information with respect to, or otherwise cooperate in any way with, or assist or participate in, knowingly encourage or otherwise knowingly facilitate, any effort or attempt by any other person (other than Pozen and its affiliates) to make or complete a Tribute acquisition proposal;



•

effect any Tribute change of recommendation (defined below);



•

approve, recommend or remain neutral with respect to, or publicly propose to approve, recommend or remain neutral with respect to any Tribute acquisition proposal (it being understood that publicly taking no position or a neutral position with respect to a Tribute acquisition proposal until the fifth business day after such Tribute acquisition proposal has been publicly announced shall not constitute a violation of this requirement); or



•

accept or enter into, or publicly propose to accept or enter into, any Tribute acquisition agreement.

        A "Tribute change of recommendation" for the purpose of the merger agreement means any of the following: (i) the Tribute board of directors withholds, withdraws, modifies, changes or qualifies in a manner adverse to Pozen the Tribute recommendation (as defined in the section entitled "The Merger Agreement—Board Recommendations; Pozen Special Meeting" beginning on page 119 of this proxy statement/prospectus), (ii) the Tribute board of directors approves or recommends any Tribute acquisition proposal, (iii) Tribute enters into a Tribute acquisition agreement or (iv) Tribute or the Tribute board of directors publicly proposes or announces its intention to do any of the foregoing.

        However, if, prior to receipt of the Tribute shareholder approval, Tribute or any of its subsidiaries, or any of its or their respective representatives, receives a written Tribute acquisition proposal (including, an amendment, change or modification to a Tribute acquisition proposal made prior to the date of the merger agreement) that was not solicited after the date of the merger agreement in contravention of the restrictions described above, Tribute and its representatives may:

•

contact the person making the Tribute acquisition proposal (or such person's representatives) solely for the purpose of clarifying the terms and conditions of such Tribute acquisition proposal and the likelihood of its consummation, so as to determine whether such Tribute acquisition proposal is, or could reasonably be expected to lead to, a Tribute superior proposal (as defined below); and



•

if the Tribute board of directors determines in good faith, following consultation with its outside legal counsel and financial advisors, that such Tribute acquisition proposal is, or could reasonably be expected to lead to, a Tribute superior proposal and that the failure to take relevant action would conflict with its fiduciary duties, Tribute's board of directors may:



•

furnish to such person (and such person's representatives) information with respect to Tribute and its subsidiaries, provided that (1) Tribute first enters into a confidentiality agreement with such person that is no less favorable (including with respect to any standstill and similar provisions) to Tribute than the non-disclosure agreement between Pozen and Tribute, and sends a copy of such agreement to Pozen promptly following its execution, and (2) Tribute contemporaneously provides to Pozen any non-public information concerning Tribute and its subsidiaries that is provided to such person which was not previously provided to Pozen is also provided to Pozen or its representatives; and



•

engage in discussions and negotiations with such person and its representatives with respect to such Tribute acquisition proposal.

        A "Tribute superior proposal" for the purpose of the merger agreement means, in general terms, an unsolicited bona fide written Tribute acquisition proposal ( provided , however , that, for the purposes of this definition, all references to "20%" in the definition of "Tribute acquisition proposal" as it relates to securities of Tribute shall be changed to "50%" and references to "20%," as regards the

assets of Tribute, shall be changed to "50%"), made by a person or persons acting jointly or in concert (other than Parent, Tribute, Pozen or any of their respective affiliates) and which, or in respect of which: (i) the Tribute board of directors has determined in good faith, after consultation with its financial advisors and outside legal counsel: (a) would, if consummated, taking into account all of the terms and conditions of such Tribute acquisition proposal (but not assuming any risk of non-completion), result in a transaction which is more favorable to Tribute shareholders from a financial point of view than the merger and the arrangement; (b) is reasonably capable of being completed in accordance with its terms, without undue delay, taking into account all legal, financial, regulatory and other aspects of such Tribute acquisition proposal and the person or persons making such Tribute acquisition proposal; and (c) that funds, securities or other consideration necessary for the Tribute acquisition proposal are or are reasonably likely to be available; and (ii) in the case of a Tribute acquisition proposal involving Tribute common shares, is made available to all of the Tribute shareholders on the same terms and conditions.

        Tribute must promptly (and in any event within 24 hours of receipt) notify Pozen, at first orally and then in writing, of any proposal, inquiry, offer or request relating to or constituting a Tribute acquisition proposal, or which could reasonably be expected to lead to a Tribute acquisition proposal, in each case, received on or after the date of the merger agreement, of which Tribute, any of its subsidiaries or any of their respective representatives is or becomes aware, or any request received by Tribute or any of its subsidiaries or any of their respective representatives for non-public information relating to Tribute or any of its subsidiaries in connection with a potential or actual Tribute acquisition proposal or for access to the properties, books and records or a list of securityholders of Tribute or any of its subsidiaries in connection with a potential or actual Tribute acquisition proposal. Such notice shall include the identity of the person making such Tribute acquisition proposal or proposal, inquiry, offer or request and a description of the material terms and conditions of such Tribute acquisition proposal or proposal, inquiry, offer or request, including a copy of any written materials submitted to Tribute, any of its subsidiaries or their representatives. Following the initial notification by Tribute to Pozen in respect of any Tribute acquisition proposal (or proposal, inquiry, offer or request in respect thereof) pursuant to the terms of the immediately preceding sentence, Tribute must keep Pozen promptly and fully informed of the status, including any change to the material terms and conditions, of any such Tribute acquisition proposal, proposal, inquiry, offer or request (for the avoidance of doubt, following such initial notification pursuant to the immediately preceding sentence, the terms of this sentence shall control in respect of such Tribute acquisition proposal, proposal, inquiry, offer or request).

Tribute Change of Recommendation (page 124)

        Tribute may, prior to the receipt of the Tribute shareholder approval, (i) effect a Tribute change of recommendation, if there is a material change, effect, development, circumstance, condition, state of facts, event or occurrence (that does not relate to or involve a Tribute acquisition proposal) occurring or arising after the date of the merger agreement that was not known to the Tribute board of directors or certain officers of Tribute, or the material consequences of which (based on facts known to the Tribute board of directors or certain officers of Tribute, as of the date of the merger agreement) were not reasonably foreseeable, as of the date of the merger agreement (a "Tribute intervening event"), or (ii) following receipt of a bona fide, unsolicited, written Tribute acquisition proposal that the Tribute board of directors determines in good faith, after consultation with its outside legal and financial advisors, is a Tribute superior proposal, effect a Tribute change of recommendation and/or accept, approve or enter into any alternative Tribute acquisition agreement, if and only if:

•

in the case of clause (ii) above, the Tribute acquisition proposal did not result from a breach of the non-solicitation provision described above and Tribute has complied with the other terms described in this summary;

•

the Tribute board of directors has determined in good faith, after consultation with its outside legal and financial advisors, that the failure to take the relevant action specified in clause (i) or clause (ii) above, as applicable, would be reasonably likely to be inconsistent with the Tribute board of directors' fiduciary duties to Tribute under applicable laws;



•

Tribute has provided written notice to Pozen delivered promptly (and in any event, within 24 hours) after the determination by the Tribute board of directors that (a) a Tribute intervening event has occurred, advising Pozen that the Tribute board of directors has determined that a Tribute intervening event has occurred and, as a result thereof, the Tribute board of directors intends to effect a Tribute change of recommendation, which written notice will set forth in reasonable detail the facts and circumstances related to such Tribute intervening event, or (b) a Tribute superior proposal exists, advising Pozen that Tribute has received a Tribute superior proposal and including written notice of the determination of the Tribute board of directors that such Tribute acquisition proposal constitutes a Tribute superior proposal, and, in the case of clause (ii) above, provided Pozen with a copy of the document(s) containing such Tribute acquisition proposal; and



•

solely in the case of a Tribute intervening event or a Tribute superior proposal, Tribute previously or concurrently has terminated the merger agreement and paid the applicable termination fee described below under the section entitled "The Merger Agreement—Termination; Termination Fees; Effect of Termination" beginning on page 130 of this proxy statement/prospectus.

        Nothing in the merger agreement will prevent Tribute or the Tribute board of directors from (i) complying with its disclosure obligations under applicable U.S. federal or state law with regard to a Tribute acquisition proposal, as long as such disclosure does not constitute a Tribute change of recommendation, except as otherwise permitted by the merger agreement, or (ii) calling and/or holding a meeting of the Tribute shareholders requisitioned by the Tribute shareholders in accordance with the applicable law or taking any other action with respect to a Tribute acquisition proposal to the extent ordered or mandated by a court of competent jurisdiction, as long as any proxy statement or other document required in connection with such meeting recommends that Tribute shareholders vote against any proposed resolution in favor of or necessary to complete such Tribute acquisition proposal.

Conditions to the Completion of the Arrangement and the Merger (page 128)

        The completion of the arrangement and the merger depend upon the satisfaction or waiver of a number of conditions, all of which, to the extent permitted by applicable law, may be waived by Tribute and/or Pozen, as applicable.

        The following conditions must be satisfied or waived before Pozen or Tribute is obligated to complete the arrangement and the merger:

•

the arrangement resolution shall have been approved by the Tribute shareholders at the Tribute special meeting in accordance with the interim order and applicable laws, including, if applicable, on a "majority of the minority" basis;



•

the Pozen stockholder approval must have been obtained at the Pozen special meeting in accordance with applicable laws;



•

each of the interim order and final order shall have been obtained on terms consistent with the merger agreement and in form and substance satisfactory to each of Pozen and Tribute, each acting reasonably, and shall not have been set aside or modified in any manner unacceptable to either Pozen or Tribute, each acting reasonably, on appeal or otherwise;



•

the registration statement on Form S-4 filed by Parent in respect of the Parent Shares to be issued in the merger, of which this proxy statement/prospectus forms a part, must have been declared effective and must not be the subject of a stop order suspending its effectiveness;

•

the Parent Shares to be issued as the merger consideration and the arrangement consideration shall have been approved for listing on NASDAQ, subject only to official notice of issuance and (ii) conditionally approved for listing on the TSX, subject only to the satisfaction of the customary listing conditions of the TSX;



•

the conditions to closing shall have been met or waived with respect to the Financing (as defined in the merger agreement) (see description of Equity Financing and Debt Financing, both as defined below, contained in this proxy statement/prospectus);



•

the only condition precedent to the respective obligations of the parties to consummate the merger which remains unsatisfied pursuant to the terms of the merger agreement, shall be the filing of the certificate of merger. The only condition precedent to the respective obligations of the parties to consummate the arrangement which remains unsatisfied pursuant to the terms of the merger agreement, shall be the filing of the articles of arrangement;



•

the required regulatory approvals shall have been obtained or concluded and shall be in full force and effect and any waiting or suspensory periods related to the required regulatory approvals shall have expired or been terminated, in each case, without the imposition of any restraint;



•

(i) no governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law or order (whether temporary, preliminary or permanent), in any case which is in effect and which prevents or prohibits consummation of the merger and the arrangement or any of the other transactions contemplated in the merger agreement and (ii) no governmental authority shall have instituted any proceeding (which remains outstanding at what would otherwise be the closing date) before any governmental authority of competent jurisdiction seeking to enjoin or otherwise prohibit consummation of the transactions contemplated by the merger agreement;



•

there has been no change in applicable law (whether or not such change in law is yet effective) with respect to Section 7874 of the Code, and the regulations promulgated thereunder (or any other U.S. tax law), or official interpretation thereof as set forth in published guidance by the U.S. Internal Revenue Service (the "IRS") (other than IRS news releases) (whether or not such change in official interpretation is yet effective), and no bill that would implement such a change has been passed in identical (or substantially identical such that a conference committee is not required prior to submission of such legislation for approval or veto by the President of the United States) form by both the United States House of Representatives and the United States Senate and for which the time period for the President of the United States to sign or veto such bill has not yet elapsed, in each case, that, once effective, in the opinion of nationally recognized U.S. tax counsel, would cause Parent to be treated as a United States domestic corporation for United States federal income tax purposes;



•

following the merger and the arrangement, Parent should not be taxed as a U.S. resident corporation;



•

Pozen shall have received the legal opinion from DLA Piper LLP (US), special tax advisor to Pozen ("DLA Piper"), in the manner described in the merger agreement to the effect that Section 7874 of the Code (or any other U.S. tax law), existing regulations promulgated thereunder, and official interpretation thereof as set forth in published guidance should not apply so as to cause Parent to be treated as a domestic corporation for U.S. federal income tax purposes from and after the closing date; and



•

the issuance of the Parent Shares to Tribute shareholders in exchange for their Tribute common shares, the issuance of Parent Convertible Notes to holders of Tribute Convertible Notes in exchange for their Tribute Convertible Notes and the issuance of Parent options to Tribute optionholders in exchange for their Tribute options, all pursuant to the arrangement, shall be

exempt from the registration requirements of the Securities Act, pursuant to Section 3(a)(10) thereof and shall be exempt or qualified under all applicable U.S. state securities laws, and such securities will not be subject to restrictions on transfer under the Securities Act and applicable state securities laws except such as may be imposed contractually by the parties or by Rule 144 under the Securities Act with respect to (i) any of such securities of Parent issued to certain persons who are "affiliates" (as such term is defined in Rule 405 under the Securities Act) of Parent or who have been affiliates of Parent within 90 days of the arrangement effective date, and (ii) any of such securities of Parent issued and exchanged for securities issued by Tribute as part of the Financing.

        The following conditions must also be satisfied or waived before Pozen is obligated to complete the merger:

•

Tribute must have complied in all material respects with its obligations, covenants and agreements in the merger agreement to be performed and complied with on or before the closing date;



•

the representations and warranties of Tribute must be accurate in the manner described in the merger agreement;



•

no material adverse effect with respect to Tribute has occurred and is continuing since the date of the merger agreement;



•

Pozen must have received a certificate of Tribute signed by a senior officer of Tribute for and on behalf of Tribute and dated the closing date certifying satisfaction of certain closing conditions;



•

Tribute shall not have received duly exercised rights of dissent (which notices have not been withdrawn prior to the closing time) from Tribute shareholders holding greater than 1% of the Tribute common shares; and



•

Pozen shall have received the fairness opinions in the manner described in the merger agreement.

        The following conditions must also be satisfied or waived before Tribute is obligated to complete the merger:

•

Pozen shall have complied in all material respects with its obligations, covenants and agreements in the merger agreement to be performed and complied with on or before the closing date;



•

the representations and warranties of Pozen must be accurate in the manner described in the merger agreement;



•

no material adverse effect with respect to Pozen has occurred and is continuing since the date of the merger agreement;



•

Tribute must have received a certificate of Pozen signed by a senior officer for and on behalf of Pozen and dated the closing date certifying satisfaction of certain closing conditions;



•

Tribute must have received a certificate of Parent and Can Merger Sub signed by their respective senior officers for and on behalf of Parent and Can Merger Sub and dated the closing date certifying satisfaction of certain closing conditions;



•

Tribute shall have received the fairness opinion in the manner described in the merger agreement;



•

Tribute shall have received certified copies of resolutions duly passed by the board of directors of Parent (acting for itself and on behalf of Can Merger Sub) approving the merger agreement and the completion of the transactions contemplated thereby; and

•

Can Merger Sub or Parent will have deposited, or caused to be deposited with the arrangement exchange agent, sufficient funds (including share certificates) to effect payment in full of the aggregate consideration payable by Can Merger Sub under the arrangement.

Termination; Termination Fees; Effect of Termination

        The merger agreement may be terminated at any time prior to the closing by:

•

mutual written consent of Pozen and Tribute;



•

either Pozen or Tribute if:



•

the closing does not occur on or before April 30, 2016, as may be extended (the "outside date"), except that the right to so terminate the merger agreement will not be available to Pozen or Tribute if its failure to fulfill any obligation or breach of any of its agreements or covenants under the merger agreement has been a principal cause of, or resulted in, the failure of the closing to occur by such date;



•

Pozen stockholder approval has not been obtained at the Pozen special meeting or any adjournment or postponement thereof;



•

Tribute shareholder approval has not been obtained in accordance with applicable laws and the interim order at the Tribute special meeting or any adjournment or postponement thereof;



•

The Financing (as defined in the merger agreement) has not consummated prior to the closing; or



•

any law is passed that makes completion of the transactions contemplated by the merger agreement illegal or otherwise prohibited or if any governmental authority of competent jurisdiction has issued an order or taken action enjoining or otherwise prohibiting the merger or arrangement, and such order or other actions is or shall have become final and non-appealable;



•

by Pozen if:



•

Tribute shall have effected a Tribute change of recommendation;



•

subject to payment of the Pozen termination fee to Tribute described below, Pozen enters into a Pozen acquisition agreement that constitutes a Pozen superior proposal;



•

Tribute breaches any of its representations, warranties, covenants or agreements contained in the merger agreement, which breach would cause any conditions to the closing of the merger not to be satisfied, and does not cure such breach in the manner set forth in the merger agreement;



•

subject to Pozen paying the reduced Pozen termination fee to Tribute described below, there shall have occurred, after the date of the merger agreement but on or before the closing date, a change in applicable U.S. federal tax law (whether or not such change in law is yet effective), or official interpretation thereof as set forth in published guidance by the U.S. Treasury Department or the IRS (other than news releases) (whether or not such change in official interpretation is yet effective), or the passing of a bill that would implement such a change by the United States House of Representatives and the United States Senate and for which the time period for the President of the United States to sign or veto such bills has not yet elapsed, in any such case, that, as a result of consummating the transactions contemplated by the merger agreement once effective, in the opinion of nationally recognized U.S. tax counsel, would have a material adverse effect on Pozen, as further specified in the merger agreement; or

•

a material adverse effect on Tribute shall have occurred since the date of the merger agreement;



•

by Tribute if:



•

Pozen shall have effected a Pozen change of recommendation;



•

subject to payment of the Tribute termination fee to Pozen described below, Tribute enters into a Tribute acquisition agreement that constitutes a Tribute superior proposal;



•

Pozen breaches any of its representations, warranties, covenants or agreements contained in the merger agreement, which breach would cause any conditions to the closing of the merger not to be satisfied, and does not cure such breach in the manner set forth in the merger agreement;



•

there shall have occurred, after the date of the merger agreement but on or before the closing date, a change in applicable U.S. federal tax law (whether or not such change in law is yet effective), or official interpretation thereof as set forth in published guidance by the U.S. Treasury Department or the IRS (other than news releases) (whether or not such change in official interpretation is yet effective), or the passing of a bill that would implement such a change by the United States House of Representatives and the United States Senate and for which the time period for the President of the United States to sign or veto such bills has not yet elapsed, in any such case, that, as a result of consummating the transactions contemplated by the merger agreement once effective, in the opinion of nationally recognized U.S. tax counsel, would have a material adverse effect, including causing Parent to be treated as a United States domestic corporation for United States federal income tax purposes, as further specified in the merger agreement;



•

DLA Piper, special tax advisor to Pozen, is unable to deliver the opinion in the manner described in the merger agreement solely for reasons other than: (i) a change in applicable U.S. federal tax law (whether or not such change in law is yet effective), or official interpretation thereof as set forth in published guidance by the U.S. Treasury Department or the IRS (other than news releases) (whether or not such change in official interpretation is yet effective), or the passing of a bill that would implement such a change by the United States House of Representatives and the United States Senate and for which the time period for the President of the United States to sign or veto such bills has not yet elapsed, in any such case, that, as a result of consummating the transactions contemplated by the merger agreement once effective, in the opinion of nationally recognized U.S. tax counsel, would have a material adverse effect on Pozen, as further specified in the merger agreement; or (ii) a misrepresentation contained in or breach of any representation or warranty of Tribute or a breach of any covenant of Tribute which affects the determination of compliance with Section 7874 of the Code (or any other US tax law), existing regulations promulgated thereunder, and official interpretation thereof as set forth in published guidance, such that following the closing date Parent shall not be treated as a domestic corporation for U.S. federal income tax purposes; or



•

a material adverse effect on Pozen shall have occurred since the date of the merger agreement.

        Under the merger agreement, Pozen will be required to pay Tribute a termination fee of $3,500,000 if:

•

Pozen terminates the merger agreement to enter into a Pozen acquisition agreement that constitutes a Pozen superior proposal, in which case the Pozen termination fee shall be paid by Pozen concurrent with the Pozen termination fee event;

•

Tribute terminates the merger agreement because Pozen has effected a Pozen change of recommendation, in which case the Pozen termination fee shall be paid by Pozen within two business days of the Pozen termination fee event;



•

DLA Piper, special tax advisor to Pozen, is unable to deliver the opinion in the manner described in the merger agreement, as described above, in which case the Pozen termination fee shall be paid by Pozen within two business days of the Pozen termination fee event; or



•

either (1) Pozen or Tribute terminates the merger agreement if the closing does not occur on or before the outside date, (2) the Pozen stockholder approval is not obtained at the Pozen special meeting or any adjournment or postponement thereof or (3) Tribute terminates the merger agreement because of a Pozen breach of the non-solicitation provisions in the merger agreement, if, in each of the foregoing cases, (i) prior to such termination, a Pozen acquisition proposal shall have been made public or proposed publicly to Pozen or Pozen stockholders and has not been publicly withdrawn prior to the Pozen special meeting and (ii) within 12 months following such termination, Pozen or one or more of Pozen's subsidiaries shall have executed a Pozen acquisition agreement and the transactions thereby are at any time subsequently consummated in respect of such Pozen acquisition proposal, in which cases the Pozen termination fee shall be paid by Pozen on the date of consummation of such transaction; provided that, for purposes of this determination, all references to "20%" in the definition of Pozen acquisition proposal shall instead be references to "50%".

        Under the merger agreement, Tribute will be required to pay Pozen a termination fee of $3,500,000 if:

•

Tribute terminates the merger agreement to enter into a Tribute acquisition agreement that constitutes a Tribute superior proposal, in which case the Tribute termination fee shall be paid by Tribute concurrent with the Tribute termination fee event;



•

Pozen terminates the merger agreement because Tribute has effected a Tribute change of recommendation, in which case the Tribute termination fee shall be paid by Tribute within two business days of the Tribute termination fee event; or



•

either (1) Pozen or Tribute terminates the merger agreement if the closing does not occur on or before the outside date, as may be extended, (2) the arrangement resolution is not approved by the Tribute shareholders, in accordance with the interim order and applicable laws, at the Tribute special meeting or any adjournment or postponement thereof, or (3) Pozen terminates the merger agreement because of a Tribute breach of the non-solicitation provisions in the merger agreement, if, in each of the foregoing cases, (i) prior to such termination, a Tribute acquisition proposal shall have been made public or proposed publicly to Tribute or Tribute shareholders and has not been publicly withdrawn prior to the Tribute special meeting and (ii) within 12 months following such termination, Tribute or one or more of Tribute's subsidiaries shall have executed a Tribute acquisition agreement and the transactions thereby are at any time subsequently consummated in respect of such Tribute acquisition proposal, in which cases the Tribute termination fee shall be paid by Tribute on the date of consummation of such transaction; provided that, for purposes of this determination, all references to "20%" in the definition of Tribute acquisition proposal shall instead be references to "50%".

        Under the merger agreement, Pozen will be required to pay Tribute a reduced termination fee of $1,750,000 within two business days of the Pozen termination fee event if there shall have occurred, on or before the closing date, a change in applicable U.S. federal tax law (whether or not such change in law is yet effective), or official interpretation thereof as set forth in published guidance by the U.S. Treasury Department or the IRS (other than news releases) (whether or not such change in official interpretation is yet effective), or the passing of a bill that would implement such a change by the United States House of Representatives and the United States Senate and for which the time period for the President of the United States to sign or veto such bills has not yet elapsed, in any such case, that, as a result of consummating the transactions contemplated by the merger agreement once effective, in the opinion of nationally recognized U.S. tax counsel, would have a material adverse effect on Pozen.

Financings (page 103)

Equity Financing

        On June 8, 2015, Pozen entered into a Share Subscription Agreement (the "Original Subscription Agreement") among QLT Inc., a corporation existing under the laws of the Province of British Columbia, Canada ("QLT"), Tribute, Pozen, Aralez Ireland, and the following investors thereto: Deerfield Private Design Fund III, L.P. ("Deerfield Private Design"), Deerfield International Master Fund, L.P. ("Deerfield International"), Deerfield Partners, L.P. ("Deerfield Partners"); EcoR1 Capital Fund, L.P.; EcoR1 Capital Fund Qualified, L.P.; Broadfin Healthcare Master Fund, Ltd; JW Partners, LP; and JW Opportunities Fund, LLC (each, an "Original Investor" and together, the "Original Investors") (the "original equity financing"). Pursuant to the Original Subscription Agreement, subject to the closing of the merger and the arrangement and the approval of Pozen stockholders with respect to Proposals 2 and 3, Aralez Ireland was to issue and sell to QLT and the Original Investors, concurrently with the closing of the transactions, $75 million of the ordinary shares of Aralez Ireland, $0.001 nominal value per share (the "Aralez Ireland Shares") in a private placement at a purchase price of $7.20 per Aralez Ireland Share. The Original Subscription Agreement provided that Pozen was to prepare and cause to be filed with the SEC two registration statements to effect a registration of the Aralez Ireland Shares issued under the Original Subscription Agreement within 60 days of the date of the signing of the Original Subscription Agreement and for certain other registration rights for each of QLT and the Original Investors under the Securities Act and the rules and regulations thereunder, or any similar successor statute, and applicable state securities laws.

        On December 7, 2015, Pozen entered into the Amended and Restated Subscription Agreement (the "Amended and Restated Subscription Agreement") among QLT, Tribute, Pozen, Parent, Aralez Ireland and the following investors thereto: Deerfield Private Design; Deerfield International; Deerfield Partners; Broadfin Healthcare Master Fund, Ltd; JW Partners, LP; and JW Opportunities Master Fund, Ltd. (each, an "Investor" and together, the "Investors") (the "Equity Financing"). Pursuant to the Amended and Restated Subscription Agreement, immediately prior to the consummation of the transactions, Tribute will sell to QLT and the Investors $75 million of Tribute common shares in a private placement at a purchase price per share equal to (a) the lesser of (i) $7.20, and (ii) a 5% discount off the VWAP per share of Pozen common stock calculated over the five trading days immediately preceding the date of closing of the transactions, not to be less than $6.25, multiplied by (b) 0.1455 (the "equity price"). For example, based on the 5-day VWAP of Pozen's common stock as of December 7, 2015 of $7.87, the lower $7.20 price per Pozen share would apply and the resulting purchase price per Tribute common share would be equal to $1.05 after applying the exchange ratio. In the event any of Pozen, Tribute or Parent announce a material event whether by press release or filing of a Form 8-K (other than results of any shareholder meeting) during the ten day period immediately preceding closing of the transactions, then clause (ii) above shall be revised to read: "(ii) a 5% discount off the two day VWAP per share of Pozen common stock, calculated over the two trading days immediately preceding the date of closing of the transactions, not to be less than $6.25". Based on the floor equity price of $6.25, the maximum number of Tribute common shares to be sold to QLT and the Investors is 82,474,227 shares, which would amount to 12,000,000 Parent Shares based on the exchange ratio. Based on the maximum equity price of $7.20, the minimum number of Tribute common shares to be sold to QLT and the Investors is 71,592,211 shares, which would amount to 10,416,667 Parent Shares based on the exchange ratio. Upon consummation of the transactions, Tribute common shares will be exchanged for Parent Shares. The Amended and Restated Subscription Agreement provides that Parent shall prepare and cause to be filed with the SEC a registration statement to effect a registration of the Parent Shares to be issued under the Amended and Restated Subscription Agreement on or before January 15, 2016 and for certain other registration rights for each of QLT and the Investors under the Securities Act and the rules and regulations thereunder, or any similar successor statute, and applicable state securities laws.

        The Amended and Restated Subscription Agreement amends and restates the Original Subscription Agreement by (i) removing Aralez Ireland as a party to the Original Subscription Agreement and substituting Parent for Aralez Ireland, (ii) substituting Tribute common shares for ordinary shares of Aralez Ireland, (iii) updating the list of Investors that are parties to the Amended and Restated Subscription Agreement, and (iv) making certain other changes to effect the foregoing.

        A copy of the Original Subscription Agreement was filed as Exhibit 10.3 to Pozen's Current Report on Form 8-K filed with the SEC on June 11, 2015. A copy of the Amended and Restated Subscription Agreement was filed as Exhibit 10.3 to Pozen's Current Report on Form 8-K filed with the SEC on December 7, 2015. The foregoing descriptions of the Original Subscription Agreement and the Amended and Restated Subscription Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of each of the Original Subscription Agreement and the Amended and Restated Subscription Agreement.

Debt Financing

        On December 7, 2015, Pozen entered into a Second Amended and Restated Facility Agreement (the "Second Amended and Restated Facility Agreement"), among Pozen, Parent, Tribute, Deerfield Private Design, Deerfield International and Deerfield Partners and the other lender parties thereto (together with Deerfield Private Design, Deerfield International and Deerfield Partners, the "Lenders") (the "Debt Financing").

        Pursuant to the Second Amended and Restated Facility Agreement, subject to the closing of the transactions, Tribute shall 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 convertible promissory note due six years from issuance and convertible into Tribute Shares (the "Convertible Notes") at a conversion price equal to a 32.5% premium over the equity price multiplied by 0.1455, issued and sold by Tribute to the Lenders at the merger effective time, upon the terms and conditions of the Second Amended and Restated Facility Agreement, and (ii) up to an aggregate principal amount of $200 million, which will be made available for Permitted Acquisitions (as defined in the Second Amended and Restated Facility Agreement), and will be in the form of Secured Promissory Notes issued and sold by Parent 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 Second Amended and Restated Facility Agreement. Following the consummation of the transactions contemplated by the merger agreement, the obligations under the Convertible Notes will be assumed by Parent, and the Convertible Notes will be exchanged for convertible notes of Parent ("Parent Convertible Notes"), which will be convertible into Parent Shares at a conversion price equal to a 32.5% premium over the equity price. The Parent Convertible Notes shall be secured by the assets of Parent and its subsidiaries. The Parent Convertible Notes may thereafter be convertible into Parent Shares.

        The Second Amended and Restated Facility Agreement amends and restates the original Facility Agreement, dated as of June 8, 2015 (the "Original Facility Agreement"), among Stamridge Limited, a private limited liability company incorporated under the laws of the Republic of Ireland ("Stamridge"), Pozen, Tribute, Aralez Ireland and the Lenders (the "original debt financing"), as amended and restated on October 29, 2015 ("First Amended and Restated Facility Agreement"). In addition to the foregoing, the Second Amended and Restated Facility Agreement provided for amendments relating to (i) the substitution of Parent for Aralez Ireland, (ii) the substitution of Tribute for Stamridge, (iii) the substitution of Tribute common shares for Aralez Ireland Shares, (iv) the substitution of Convertible Notes for "exchangeable notes", (v) the provision for certain obligations under the Second Amended and Restated Facility Agreement to be assigned to and assumed by Parent following consummation of the transactions contemplated by the merger agreement, and (vi) certain other changes to effect the foregoing.

        A copy of the Original Facility Agreement was filed as Exhibit 10.1 to Pozen's Current Report on Form 8-K filed with the SEC on June 11, 2015. A copy of First Amended and Restated Facility Agreement was filed as Exhibit 10.1 to Pozen's Current Report on Form 8-K filed with the SEC on October 30, 2015. A copy of the Second Amended and Restated Facility Agreement was filed as Exhibit 10.1 to Pozen's Current Report on Form 8-K filed with the SEC on December 7, 2015. The foregoing descriptions of the Original Facility Agreement and the Second Amended and Restated Facility Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of each of the Original Facility Agreement and the Second Amended and Restated Facility Agreement.

Accounting Treatment (page 105)

        The business combination under the terms of the merger agreement will be accounted for using the acquisition method of accounting in accordance with accounting principles generally accepted in the United States of America ("GAAP"), with Pozen being considered the accounting acquirer. See the section entitled "The Transactions—Accounting Treatment" beginning on page 105 of this proxy statement/prospectus.

Certain U.S. Federal Income Tax Consequences of the Merger (page 135)

        For U.S. federal income tax purposes, the merger is intended to qualify as a non-taxable "reorganization" in which (i) US Merger Sub will merge with and into Pozen (with Pozen as the surviving corporation in the merger), and (ii) Pozen stockholders will exchange their shares of Pozen common stock for Parent Shares. However, notwithstanding such qualification as a non-taxable reorganization, it is expected that U.S. holders of Pozen common stock will recognize gain, if any, but not loss, on the receipt of Parent Shares in exchange for Pozen common stock pursuant to the merger. The amount of gain recognized should equal the excess, if any, of the fair market value of the Parent Shares received in the merger over the U.S. holder's adjusted tax basis in its Pozen common stock exchanged therefor. Accordingly, a U.S. holder will be subject to U.S. federal income tax on any gain recognized without a corresponding receipt of cash. See the section entitled "Certain U.S. Federal Income Tax Consequences of the Merger" beginning on page 135 of this proxy statement/prospectus for a more detailed description of the U.S. federal tax consequences of the merger.

Canadian Tax Considerations (page 146)

        No Canadian tax should arise for Pozen stockholders pursuant to the merger, unless such stockholders are resident in Canada or hold their shares of Pozen common stock in connection with a business carried on in Canada. See the section entitled "Canadian Tax Considerations" beginning on page 146 of this proxy statement/prospectus for a more detailed description of the Canadian tax consequences of the transactions.

Comparison of the Rights of Parent Shareholders and Pozen Stockholders (page 204)

        As a result of the merger, the holders of shares of Pozen common stock who receive stock consideration will become holders of Parent Shares and their rights will be governed by the laws of the Province of British Columbia, Canada (instead of Delaware law) and by Parent's Notice of Articles and Articles (instead of Pozen's amended and restated certificate of incorporation (the "Pozen charter") and second amended and restated bylaws (the "Pozen bylaws")). Following the transaction, former Pozen stockholders will have different rights as Parent shareholders than they had as Pozen stockholders. For a summary of the material differences between the rights of Pozen stockholders and Parent shareholders, see the section entitled "Comparison of the Rights of Parent Shareholders and Pozen Stockholders" beginning on page 204 of this proxy statement/prospectus.