OPKO opts for PROLOR

MIAMI—Pharmaceutical and diagnostics company OPKO HealthInc. and PROLOR Biotech Inc., a Nes-Ziona, Israel-based clinical-stagebiopharmaceutical company, have announced the signing of a definitive mergeragreement by which OPKO will acquire PROLOR in an all-stock transaction. Bothcompanies' boards of directors have approved the transaction.

Per the terms of the definitive merger agreement, PROLORcommon stock holders will receive 0.9951 shares of OPKO common stock for eachshare of PROLOR stock they hold. Based on an OPKO share price of $7.03 pershare, the transaction has an approximate total of $480 million, or $7 per shareof PROLOR common stock. The closing of the transaction, which is subject toapproval from both companies' stockholders as well as other customary closingconditions, is expected to be completed in the second half of 2013.

"We believe this transaction recognizes the value we havecreated at PROLOR and provides our shareholders with attractive economic terms,as well as the opportunity to continue to share in the success of the combinedcompany," Shai Novik, president of PROLOR, said in a press release. "We believethat OPKO's track record of commitment to innovation and growth, along with itsdiversified portfolio of innovative therapeutic and diagnostic products,growing international presence, ongoing investments in commercialinfrastructure and highly experienced management team, make this combination anexcellent fit for PROLOR."

PROLOR applies unique technologies, including its CarboxylTerminal Peptide (CTP) technology, in the development of proprietary,longer-acting versions of already approved therapeutic proteins. PROLOR's CTPtechnology, when attached to a therapeutic protein, significantly extends theduration of the protein's activity in the body, and clinical and preclinicalstudies have shown the technology to be safe and effective.

The company is currently developing a long-acting version ofhuman growth hormone, hGH-CTP. The treatment has completed four clinicaltrials, in which it has demonstrated the potential to reduce dosing frequencyfrom a daily injection to a single weekly injection. hGH-CTP has been grantedorphan drug designation in both the United States and Europe for adults andchildren with GHD. PROLOR is also developing a long-acting version ofGLP-1/Glucagon dual receptor agonist for the treatment of type II diabetes andobesity, as well as long-acting versions of Factor VIIa-CTP and Factor IX-CTPfor the treatment of hemophilia. All versions are being developed to requireonly one or two injections per week.

"This transaction is consistent with OPKO's stated objectiveof broadening our portfolio of market-transforming therapies in selectedspecialty markets," Dr. Phillip Frost, chairman and CEO of OPKO, commented in astatement. "With the inclusion of PROLOR's pipeline, OPKO will have foursignificant products in Phase III clinical development and a robust pipeline ofimportant therapeutic and unique diagnostic products in various stages ofdevelopment. PROLOR's drug-product candidates for growth hormone deficiency,hemophilia, obesity and diabetes, along with its broadly applicable technologyplatforms and efficient research and development center are highly valuableassets that will complement OPKO's strategy."

The acquisition is one of several transactions OPKO has madealready this year. OPKO began with the acquisition of Silcon Comércio,Importacao E Exportacao de Produtos Farmaceuticos e Cosmeticos Ltd. inFebruary. In March, OPKO acquired Markham, Canada-based Cytochroma Inc., whichgained the company two Phase III products: a vitamin D pro-hormone for thetreatment of secondary hyperparathyroidism in patients with stage III or IVchronic kidney disease and vitamin D insufficiency, and a potent non-absorbedphosphate binder for the treatment of hyperphosphatemia in chronic kidneydisease patients on chronic hemodialysis.

OPKO enlisted Barrington Research Associates Inc. as itsfinancial advisor for the transaction, with Akerman Senterfitt acting as itslegal advisor. PROLOR brought on Jefferies LLC as financial advisor andGreenberg Traurig PA as its legal advisor, while the Strategic Alternativescommittee enlisted Jefferies LLC for financial advice, Oppenheimer & Co.for a fairness opinion and DLA Piper LLP for legal advice.