Pozen/Tribute -- summary under New NR Holdco (Inversion)

Overview

Tribute is proposing an inversion transaction with Pozen, a Delaware public company, which would result in both companies being held through an Irish holding company (Parent) with Pozen and Tribute shareholders holding approximately 63% and 37% of the shares of Parent, respectively, before giving effect to a subsequent financing. To achieve this structure, Pozen will cause Parent to be incorporated, "Ltd2" (an Irish private limited company) would be incorporated as a direct, wholly-owned subsidiary of Parent, and each of US Merger Sub and Can Merger Sub would be incorporated as sister corporations and subsequently transferred to become direct, wholly-owned subsidiaries of Ltd2. Can Merger Sub would acquire all of the outstanding common shares of Tribute under the (OBCA) "Arrangement" in exchange for delivering Parent shares, and US Merger Sub would be merged with and into Pozen under a Delaware merger, with Pozen as the survivor (the "Merger"). The Merger and Arrangement (collectively, the "Transaction") are conditional on an opinion from Pozen's special tax counsel to the effect that Code s. 7874, existing regulations promulgated thereunder, and official interpretation thereof should not apply so as to cause Parent to be treated as a U.S. corporation for Code purposes - – and a U.S.$3.5M termination fee is payable to Tribute if this opinion cannot be delivered.

See detailed description under Other - Inversions.