OPKO Health To Acquire PROLOR Biotech
—Acquisition Adds Promising Late Stage Product hGH-CTP Targeting Growth
Hormone Deficiency and Preclinical Products Targeting Hemophilia, Obesity &
—Complementary Drug Development Technologies Strengthen OPKO's Innovation
—PROLOR to Host Conference Call at 8:30 A.M. EDT Thursday, April 25 to Discuss
MIAMI and NES-ZIONA, Israel, April 24, 2013
MIAMI and NES-ZIONA, Israel, April 24, 2013 /PRNewswire/ -- OPKO Health, Inc.
(NYSE: OPK) and PROLOR Biotech, Inc. (NYSE MKT: PBTH) today announced that the
companies have signed a definitive merger agreement under which OPKO will
acquire PROLOR, a biopharmaceutical company focused on developing and
commercializing longer-acting proprietary versions of already approved
therapeutic proteins, in an all-stock transaction. Under the terms of the
agreement, which has been approved by the boards of directors of both
companies, holders of PROLOR common stock will receive 0.9951 shares of OPKO
common stock for each share of PROLOR common stock. Based on a price of $7.03
per share of OPKO common stock, the transaction is valued at approximately
$480 million, or $7.00 per share of PROLOR common stock. The companies expect
the transaction to be completed during the second half of 2013. Closing of
the transaction is subject to certain conditions including, the approval of
OPKO's and PROLOR's stockholders and other customary closing conditions.
PROLOR's long-acting version of human growth hormone, hGH-CTP, has
successfully completed four clinical trials, including a Phase II trial in
adults with growth hormone deficiency (GHD). The trials showed that hGH-CTP
has the potential to reduce the required dosing frequency of human growth
hormone from the current standard of one injection per day to a single weekly
injection. hGH-CTP demonstrated a good safety and tolerability profile in
these clinical trials. A Phase II trial in children with GHD is currently
ongoing, and a Phase III trial in adults with GHD is planned to begin in the
second quarter of 2013. Recombinant human growth hormone (hGH) is used for
the long-term treatment of children and adults with GHD due to inadequate
secretion of endogenous growth hormone. hGH-CTP has been awarded orphan drug
designation in the U.S. and Europe for both adults and children with GHD.
PROLOR's long-acting version of human growth hormone and long-acting clotting
factors in preclinical development for hemophilia are based on the company's
proprietary CTP technology. When attached to a therapeutic protein, CTP
significantly extends the length of time the protein remains active in the
body. Clinical and preclinical studies show that the CTP technology appears
to be safe and effective in extending the duration of all proteins tested to
date. CTP was identified at Washington University in St. Louis and is
exclusively licensed to PROLOR for all proteins and peptides, except for four
endocrine proteins that are licensed to Merck. One of these, the long-acting
fertility drug Elonva^®, is already marketed by Merck & Co. in Europe.
"This transaction is consistent with OPKO's stated objective of broadening our
portfolio of market-transforming therapies in selected specialty markets,"
commented Dr. Phillip Frost, OPKO's Chairman and Chief Executive Officer.
"With the inclusion of PROLOR's pipeline, OPKO will have four significant
products in Phase III clinical development and a robust pipeline of important
therapeutic and unique diagnostic products in various stages of development.
PROLOR's drug-product candidates for growth hormone deficiency, hemophilia,
obesity and diabetes, along with its broadly applicable technology platforms
and efficient research and development center are highly valuable assets that
will complement OPKO's strategy."
"We believe this transaction recognizes the value we have created at PROLOR
and provides our shareholders with attractive economic terms, as well as the
opportunity to continue to share in the success of the combined company,"
commented Shai Novik, President of PROLOR. "We believe that OPKO's track
record of commitment to innovation and growth, along with its diversified
portfolio of innovative therapeutic and diagnostic products, growing
international presence, ongoing investments in commercial infrastructure and
highly experienced management team make this combination an excellent fit for
"Leveraging the combined resources of both companies not only strengthens our
various development programs, but also underscores our commitment to providing
patients with next-generation therapies that may improve their health and
quality of life," added Dr. Abraham Havron, Chief Executive Officer of PROLOR.
Barrington Research Associates, Inc., acted as the financial advisor to OPKO
Health. Jefferies LLC acted as financial advisor to PROLOR Biotech and the
Strategic Alternatives Committee on the transaction, and Oppenheimer & Co
provided a fairness opinion to the Strategic Alternatives Committee. Akerman
Senterfitt acted as legal advisor to OPKO Health. DLA Piper LLP (US) acted as
legal advisor to the Strategic Alternatives Committee and Greenberg Traurig,
P.A. acted as legal advisor to PROLOR Biotech.
Conference Call and Webcast Information
PROLOR will host a live teleconference and webcast with senior management and
a representative of OPKO management to discuss the acquisition on Thursday,
April 25, 2013 at 8:30 a.m. EDT. To participate in the conference call, please
dial toll-free at 1-866-652-5200 (U.S.), 1-855-669-9657 (Canada), 1-80-9213284
(Israel) or at 1-412-317-6060 for other countries. After placing the call,
please tell the operator you wish to join the PROLOR investor conference
call. A replay of the conference call will be available through May 1, 2013
at: 1-877-344-7529 (U.S.) and 1-412-317-0088 (international). Ask for
conference number 10028297.
Alternatively, the live webcast of the conference call and slide presentation
can be accessed via PROLOR's website at www.prolor-biotech.com. Windows Media
or Real Player will be needed to access the webcast. The webcast will be
available on PROLOR's website for at least 90 days.
AboutOPKO Health, Inc.
OPKO is a multinational biopharmaceutical and diagnostics company that seeks
to establish industry leading positions in large, rapidly growing markets by
leveraging its discovery, development and commercialization expertise and
novel and proprietary technologies. For more information, visit
ABOUT PROLOR BIOTECH, INC.
PROLOR Biotech, Inc. is a clinical stage biopharmaceutical company applying
unique technologies, including patented CTP technology, primarily to develop
longer-acting proprietary versions of already approved therapeutic proteins
that currently generate billions of dollars in annual global sales. The CTP
technology is applicable to virtually all proteins. In addition to its
long-acting version of human growth hormone, which successfully completed a
Phase II clinical trial, PROLOR is also developing long-acting versions of
Factor VIIa and Factor IX for hemophilia and a GLP-1/Glucagon dual receptor
agonist peptide for diabetes and obesity. For more information, visit
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or approval nor
shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. In connection with the
proposed merger between PROLOR and OPKO, OPKO will file with the Securities
and Exchange Commission (the "SEC") a Registration Statement on Form S-4 that
will include a proxy statement of OPKO and PROLOR and a prospectus of OPKO.
Stockholders of OPKO and PROLOR are urged to read the joint proxy
statement/prospectus regarding the proposed transaction when it becomes
available, as well as other documents filed with the SEC, because they will
contain important information. Stockholders of OPKO and PROLOR will be able to
obtain a copy of the joint proxy statement/prospectus, as well as other
filings containing information about PROLOR and OPKO, without charge, at the
SEC's website (www.sec.gov). Stockholders of OPKO and PROLOR may also obtain
copies of all documents filed with the SEC, without charge, by directing a
request to Shachar Shlosberger, PROLOR Biotech, Inc., 7 Golda Meir Street,
Weizmann Science Park, Nes-Ziona, Israel 74140, telephone (+972) 8-930-0051,
or Steven D. Rubin or Juan F. Rodriguez, OPKO Health, Inc., 4400 Biscayne
Blvd., Miami, Florida, telephone (305) 575-4100.
Safe Harbor Statement
This press release contains "forward-looking statements," as that term is
defined under the Private Securities Litigation Reform Act of 1995 (PSLRA),
which statements may be identified by words such as "expects," "plans,"
"projects," "will," "may," "anticipates," "believes," "should," "intends,"
"estimates," and other words of similar meaning, including statements
regarding the benefits resulting from the acquisition of PROLOR, including
whether the Phase 3 clinical trials for hGH-CTP will be commenced or completed
on a timely basis or at all, that earlier clinical results may not be
reproducible or indicative of future results, that hGH-CTP and/or any of
PROLOR's compounds under development may fail, may not achieve the expected
results or effectiveness and may not generate data that would support the
approval or marketing of products for the indications being studied or for
other indications, that currently available products, as well as products
under development by others, may prove to be as or more effective than
PROLOR's products for the indications being studied, as well as other
non-historical statements about our expectations, beliefs or intentions
regarding our business, technologies and products, financial condition,
strategies or prospects. Many factors could cause our actual activities or
results to differ materially from the activities and results anticipated in
forward-looking statements. These factors include those described in OPKO's
and PROLOR's filings with the Securities and Exchange Commission, the ability
to obtain regulatory approvals for the transaction on the proposed terms and
schedule; the failure of OPKO's or PROLOR's stockholders to approve the
transaction; the risk that a condition to closing of the merger may not be
satisfied; the time required to consummate the proposed merger; the focus of
management on merger-related issues; the risk that the businesses will not be
integrated successfully; the risk that any potential synergies from the
transaction may not be fully realized or may take longer to realize than
expected; new information arising out of clinical trial results; and the risk
that the safety and/or efficacy results of existing clinical trials will not
support continued clinical development, as well as risks inherent in funding,
developing and obtaining regulatory approvals of new, commercially-viable and
competitive products and treatments. In addition, forward-looking statements
may also be adversely affected by general market factors, competitive product
development, product availability, federal and state regulations and
legislation, the regulatory process for new products and indications,
manufacturing issues that may arise, patent positions and litigation, among
other factors. The forward- looking statements contained in this press release
may become outdated over time. OPKO and PROLOR do not assume any
responsibility for updating any forward-looking statements.
You may obtain copies of all documents filed with the SEC regarding this
transaction, free of charge, at the SEC's website (www.sec.gov). You may also
obtain these documents, free of charge, from OPKO's website (www.opko.com).
You may also obtain these documents, free of charge, from PROLOR's website
PARTICIPANTS IN THE MERGER SOLICITATION
PROLOR, OPKO and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from the stockholders
of PROLOR and OPKO in connection with the proposed transaction. Information
about PROLOR's directors and executive officers is set forth in its proxy
statement for its 2012 Annual Meeting of Stockholders, which was filed with
the SEC on April 24, 2012, and its Annual Report on Form 10-K for the year
ended December 31, 2012, filed on March 15, 2013. These documents are
available free of charge at the SEC's website at www.sec.gov, or by going to
PROLOR's Investor Relations page on its corporate website at
www.prolor-biotech.com. Information about OPKO's directors and executive
officers is set forth in its proxy statement for its 2012 Annual Meeting of
Stockholders, which was filed with the SEC on April 27, 2012, and its Annual
Report on Form 10-K for the year ended December 31, 2012, filed on March 18,
2013. These documents are available free of charge at the SEC's website at
www.sec.gov, or by going to OPKO's Investor Relations page on its corporate
website at www.opko.com. Additional information regarding the interests of
participants in the solicitation of proxies in connection with the transaction
will be included in the joint proxy statement/prospectus.
OPKO CONTACT: PROLOR CONTACT:
Steve D. Rubin, Executive Vice President – Barbara Lindheim
Juan F. Rodrigez, Chief Financial BLL Partners, LLC
OPKO Heath, Inc. +1 212 584-2276
Tel: +1 305 575-4100 firstname.lastname@example.org
SOURCE OPKO Health, Inc.; PROLOR Biotech, Inc.
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