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Aralez Pharmaceuticals Canada Inc.

2023-04-11 | Order | Securities Act | Issuers | https://www.osc.ca/en/securities-law/orders-rulings-decisions/aralez-pharmaceuticals-canada-inc

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).


The Securities Commission has granted Aralez Pharmaceuticals Canada Inc. (formerly Nuvo Pharmaceuticals Inc.) an order to cease being a reporting issuer in all Canadian jurisdictions where it held this status. This decision is based on the company’s application, which followed its acquisition by Searchlight Pharma Inc. through a statutory plan of arrangement approved by shareholders and the Ontario Superior Court of Justice.

Key points leading to this outcome include:

– Aralez Pharmaceuticals is a wholly-owned subsidiary of Searchlight after the arrangement’s completion on March 14, 2023.
– The company’s common shares were delisted from the Toronto Stock Exchange on March 16, 2023.
– Aralez Pharmaceuticals does not plan to seek public or private financing for its securities.
– The company did not file certain continuous disclosure documents due post-arrangement, but this was the only non-compliance with securities legislation.
– The company is not an OTC reporting issuer and has fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide.
– No securities of the company are traded on any marketplace.

The decision is supported by the simplified procedure of National Policy 11-206 Process for Cease to be a Reporting Issuer Applications and is consistent with the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The Ontario Securities Commission, acting as the principal regulator, is satisfied that the test set out in the legislation has been met to grant the order.