Aralez Pharmaceuticals Canada Inc.
Headnote
National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- Application to cease to be a reporting issuer under applicable securities laws -- The issuer is not an OTC reporting issuer; the securities of the issuer are beneficially owned by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders worldwide; no securities of the issuer are traded on a market in Canada or another country; the issuer is not in default of securities legislation except it has not filed certain continuous disclosure documents.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).
April 11, 2023
IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO (the Jurisdiction) AND IN THE MATTER OF THE PROCESS FOR CEASE TO BE A REPORTING ISSUER APPLICATIONS AND IN THE MATTER OF ARALEZ PHARMACEUTICALS CANADA INC. (the Filer)
ORDER
Background
The securities regulator in the Jurisdiction has received an application from the Filer for an order under the securities legislation of the Jurisdiction (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).
Under the Process for Cease to be a Reporting Issuer Applications (for a passport application):
(a) the Ontario Securities Commission is the principal regulator for this application; and
(b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, Québec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador.
Interpretation
Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.
Representations
This order is based on the following facts represented by the Filer:
1. The Filer is a corporation governed by the Business Corporations Act (Ontario) (the OBCA). The head office of the Filer is located in the Province of Ontario.
2. The Filer is a reporting issuer under the securities legislation in each of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Québec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador.
3. On December 22, 2022, the Filer entered into an arrangement agreement with Searchlight Pharma Inc. (Searchlight) in respect of a statutory plan of arrangement (the Arrangement) under section 182 of the OBCA pursuant to which Searchlight agreed to acquire all of the issued and outstanding common shares of the Filer (the Common Shares).
4. On March 7, 2023, the Arrangement was approved by the Filer's shareholders at a special meeting.
5. On March 10, 2023, a final order was obtained from the Ontario Superior Court of Justice (Commercial List) in respect of the Arrangement.
6. The Arrangement was completed on March 14, 2023, after which the Filer became a wholly-owned subsidiary of Searchlight. Following completion of the Arrangement, on March 15, 2023 the Filer changed its name from "Nuvo Pharmaceuticals Inc." to "Aralez Pharmaceuticals Canada Inc."
7. The Filer does not have any securities issued or outstanding other than the Common Shares.
8. The Common Shares of the Filer were delisted from the Toronto Stock Exchange at the close of trading on March 16, 2023.
9. The Filer does not currently intend to seek financing by way of a public or private offering of its securities in Canada or elsewhere.
10. The Filer submitted an application under the "simplified procedure" in National Policy 11-206 Process for Cease to be a Reporting Issuer Applications (NP 11-206) for an order under the Legislation that the Filer has ceased to be a reporting issuer on March 23, 2023 (the Initial Application).
11. Following the completion of the Arrangement and the submission of the Initial Application, the Filer did not file: (a) audited annual financial statements for the year ended December 31, 2022; (b) management's discussion and analysis relating to the audited annual financial statements for the year ended December 31, 2022; (c) certification of the foregoing filings as required by National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings; and (d) annual information form for the year ended December 31, 2022 (collectively, theFilings).
12. The Filer is not in default of any requirements of the applicable securities legislation of any jurisdiction in Canada or the rules and regulations made pursuant thereto, other than its obligation to file the Filings, which were due to be filed after the completion of the Arrangement and the submission of the Initial Application.
13. But for the fact that the Filer has not filed the Filings, the Filer would be eligible to use the "simplified procedure" under NP 11-206.
14. The Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets.
15. The outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide.
16. No securities of the Filer, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported.
Order
The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.
The decision of the principal regulator under the Legislation is that the Order Sought is granted.