OPKO, PROLOR sign definitive merger agreement

MIAMI—OPKO Health, Inc. has announced that it will acquirePROLOR Biotech, Inc., an Israel-based biopharmaceutical company, in anall-stock transaction. The companies have signed a definitive merger agreementthat has been approved by both companies' boards of directors.

Per the terms of the agreement, PROLOR shareholders willreceive 0.9951 shares of OPKO common stock for each share of PROLOR commonstock they hold. Based on a price of $7.03 per share of OPKO common stock, thetotal deal value comes to roughly $480 million, or $7 per share of PROLORcommon stock. The transaction, which is subject to approval from bothcompanies' shareholders and other customary closing conditions, is expected toclose in the second half of this year.

"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, commented in a statement. "Webelieve that OPKO's track record of commitment to innovation and growth, alongwith its diversified 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."

One of PROLOR's current programs is its long-acting versionof human growth hormone, hGH-CTP, which has completed four clinical trials,including one Phase II trial in adults suffering from growth hormone deficiency(GHD). A Phase II trial in children with GHD is underway, with a Phase IIIadult trial slated to begin in the second half of this year. Both PROLOR'sversion of human growth hormone and its long-acting clotting factors (which arein preclinical development for the treatment of hemophilia) are based on itsproprietary CTP technology.

"This transaction is consistent with OPKO's stated objectiveof broadening our portfolio of market-transforming therapies in selectedspecialty markets. 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," said Dr. Phillip Frost, chairman and CEO of OPKO, in a pressrelease. "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."

"Leveraging the combined resources of both companies notonly strengthens our various development programs, but also underscores ourcommitment to providing patients with next-generation therapies that mayimprove their health and quality of life," said Dr. Abraham Havron, CEO ofPROLOR.

SOURCE: OPKO Health press release