Nuvo Pharmaceuticals™ Announces the Filing of the Business Acquisition Report Related to the Acquisition of Aralez Pharmaceuticals Canada, U.S. and International Rights to Vimovo® and other Related Assets

Friday, March 15, 2019 Press Release
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MISSISSAUGA, ON, March 15, 2019 /PRNewswire/ - Nuvo Pharmaceuticals Inc. (Nuvo or the Company) (TSX:NRI; OTCQX:NRIFF) today

announced the filing of the Business Acquisition Report (BAR) on SEDAR (www.sedar.com) related to the previously announced acquisition of a portfolio of more than 20 revenue-generating products, as well as the associated personnel and infrastructure
to continue the products' management and growth from Aralez Pharmaceuticals Inc. (Aralez) that closed on December 31, 2018.

The BAR includes:

  1. Audited annual carve-out financial statements, the notes thereto and the auditor's report thereon of the Aralez Canada business and the related assets acquired from Pozen Inc. pursuant to the Aralez Transaction (together, the Acquired Business), as at and for the years ended December 31, 2017 and 2016;
  2. Unaudited interim carve-out financial statements and the notes thereto of the Acquired Business as of and for the nine-month periods ended September 30, 2018 and 2017; and
  3. Unaudited pro forma combined financial statements and notes thereto of the Company that give effect to the Aralez Transaction and the Deerfield Financing, comprised of the pro forma combined statement of loss and comprehensive loss (including pro forma loss per share) for the twelve-month period ended December 31, 2017 and the pro forma combined statement of financial position as at September 30, 2018 and the pro forma combined statement of loss and comprehensive loss (including pro forma loss per share) for the nine-month period ended September 30, 2018.

A supplementary presentation summarizing select information contained in the BAR and highlighting the Company's adoption of and reconciliation of certain non-IFRS financial measures including Adjusted Total Revenue and Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA) is posted on the Company's website at www.nuvopharmaceuticals.com.

About Nuvo Pharmaceuticals Inc.

Nuvo (TSX: NRI; OTCQX: NRIFF) is a Canadian focused, healthcare company with global reach and a diversified portfolio of commercial products. The Company targets several therapeutic areas, including pain, allergy and dermatology. The Company's strategy is to in-license and acquire growth-oriented, complementary products for Canadian and international markets. Nuvo's head office is located in Mississauga, Ontario, Canada, the international operations are located in Dublin, Ireland and the U.S. Food and Drug Administration (FDA), Health Canada and E.U. approved manufacturing facility is located in Varennes, Québec, Canada. For additional information, please visit www.nuvopharmaceuticals.com.

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of applicable securities laws. Forward-looking statements can be identified by words such as: "anticipate," "intend," "plan," "goal," "seek," "believe," "project," "estimate," "expect," "strategy," "future," "likely," "may," "should," "will" and similar references to future periods. Forward looking information in this press release includes, but is not limited to, statements with respect to the anticipated benefits of the acquisition to Nuvo's shareholders. The forward-looking information contained in this press release is based on certain expectations and assumptions made by Nuvo, including management's current beliefs related to the operationalization of the acquired products and related assets; and the receipt of shareholder approval. 

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on the Company's current beliefs, expectations and assumptions regarding the future of its business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company's control. Nuvo's actual results and financial condition may differ materially from those indicated in the forward-looking statements due to a number of factors and risks. Material factors and assumptions used to develop the forward-looking information contained in this news release, and material risk factors that could cause actual results to differ materially from the forward-looking information, include but are not limited to the failure to obtain shareholder approval; material adverse changes in the business or affairs of the acquired businesses or Nuvo; competitive factors in the industries in which the acquired businesses and Nuvo operate; interest rates, prevailing economic conditions; and other factors, many of which are beyond the control of Nuvo.  Additional factors that could cause Nuvo's actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the risk factors included in Nuvo's most recent Annual Information Form dated March 22, 2018 under the heading "Risks Factors", and as described from time to time in the reports and disclosure documents filed by Nuvo with Canadian securities regulatory agencies and commissions. These and other factors should be considered carefully and readers should not place undue reliance on Nuvo's forward-looking statements. As a result of the foregoing and other factors, no assurance can be given as to any such future results, levels of activity or achievements and none of Nuvo or any other person assumes responsibility for the accuracy and completeness of these forward-looking statements.

Any forward-looking statement made by the Company in this press release is based only on information currently available to it and speaks only as of the date on which it is made. Except as required by applicable securities laws, Nuvo undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

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SOURCE Nuvo Pharmaceuticals Inc.



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