UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 2, 2015
OPKO Health, Inc.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware |
|
001-33528 |
|
75-2402409 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
4400 Biscayne Blvd.
Miami, Florida 33137
(Address of principal executive offices) (Zip Code)
(305) 575-4100
Registrants telephone number, including area code
Not applicable
(Former
name or former address if changed since last report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
x |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01. |
Regulation FD Disclosure. |
On July 2, 2015, OPKO Health, Inc., a Delaware
corporation (OPKO), and Bio-Reference Laboratories, Inc, a New Jersey corporation (BRLI) issued a joint press release announcing that early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976 (the HSR Act) has been granted, effective July 1, 2015, for OPKOs planned acquisition of BRLI. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information contained in Item 7.01 to this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed
filed for purposes of Section 18 of the Securities Exchange Act of 1934 as amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any
filing by the Company under the Exchange Act.
Important Information For Investors And Shareholders
This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation
of any vote or approval. This communication relates to a proposed business combination between Bio-Reference Laboratories, Inc. (Bio-Reference Laboratories) and OPKO Health, Inc. (OPKO). In connection with this proposed
business combination, Bio-Reference Laboratories and/or OPKO will file relevant materials with the Securities Exchange Commission (the SEC), including an OPKO registration statement on Form S-4 that will include a proxy statement of
Bio-Reference Laboratories and constitute a prospectus of OPKO. INVESTORS AND SECURITY HOLDERS OF BIO-REFERENCE LABORATORIES AND OPKO ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND
IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Any definitive proxy statement (if and when available) will be mailed to shareholders of Bio-Reference Laboratories. Investors and security holders
will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by Bio-Reference Laboratories and/or OPKO through the website maintained by the SEC at www.sec.gov. Copies of the documents filed
with the SEC by Bio-Reference Laboratories will be available free of charge on Bio-Reference Laboratories website at http://www.bioreference.com or by contacting Bio-Reference Laboratories Investor Relations Department by email at
tmackay@bioreference.com or by phone at (201) 791-2600. Copies of the documents filed with the SEC by OPKO will be available free of charge on OPKOs website at www.opko.com or by contacting OPKOs Investor Relations Department by
email at contact@opko.com or by phone at (305) 575-4100.
Participants in Solicitation
Bio-Reference Laboratories, OPKO, their respective directors and certain of their respective executive officers may be considered participants
in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of Bio-Reference Laboratories is set forth in its Annual Report on Form 10-K for the year ended October 31, 2014,
which was filed with the SEC on January 13, 2015, its Quarterly Report on Form 10-Q for the quarter ended April 30, 2015 which was filed with the SEC on June 9, 2015 and its Current Reports on Form 8-K, which were filed with the SEC
on March 5, 2015, April 29, 2015, June 4, 2015, June 8, 2015, June 10, 2015 and June 11, 2015. Information about the directors and executive officers of OPKO is set forth in its amended Annual Report
on Form 10-K for the year ended December 31, 2014, which was filed with the SEC on February 27, 2015 and April 30, 2015, its proxy statement for its 2015 annual meeting of stockholders, which was filed with the SEC on May 7,
2015, its Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 which was filed with the SEC on May 11, 2015 and its Current Reports on Form 8-K, which were filed with the SEC on March 19, 2015, June 4,
2015, June 9, 2015, June 10, 2015 and June 18, 2015.
These documents can be obtained free of charge from the
sources indicated above. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus
and other relevant materials to be filed with the SEC when they become available.
2
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this communication regarding the proposed acquisition of Bio-Reference Laboratories by OPKO, including any statements
regarding the expected timetable for completing the proposed transaction, synergies, benefits and opportunities of the proposed transaction, future opportunities for the combined company and products, future financial performance and any other
statements regarding OPKOs and Bio-Reference Laboratories future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are forward-looking
statements made within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words anticipate, believe, ensure,
expect, if, intend, estimate, probable, project, forecasts, predict, outlook, aim, will, could,
should, would, potential, may, might, anticipate, likely plan, positioned, strategy, and similar expressions, and the negative
thereof, are intended to identify forward-looking statements.
All forward-looking information are subject to numerous risks and
uncertainties, many of which are beyond the control of Bio-Reference Laboratories and OPKO, that could cause actual results to differ materially from the results expressed or implied by the statements. These risks and uncertainties include, but are
not limited to: failure to obtain the required vote of Bio-Reference Laboratories shareholders; the timing to consummate the proposed transaction; the risk that a condition to closing of the proposed transaction may not be satisfied or that
the closing of the proposed transaction might otherwise not occur; the risk that a regulatory approval that may be required for the proposed transaction is not obtained or is obtained subject to conditions that are not anticipated; the diversion of
management time on transaction-related issues; ability to successfully integrate the businesses; risk that the transaction and its announcement could have an adverse effect on Bio-Reference Laboratories ability to retain customers and retain
and hire key personnel; 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 communication may become outdated over time. OPKO and Bio-Reference Laboratories do not assume
any responsibility for updating any forward-looking statements. Additional information concerning these and other factors can be found in Bio-Reference Laboratories and OPKOs respective filings with the SEC and available through the
SECs Electronic Data Gathering and Analysis Retrieval system at www.sec.gov, including Bio-Reference Laboratories and OPKOs most recent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
The foregoing list of important factors is not exclusive. Bio-Reference Laboratories and OPKO assume no obligation to update or revise any forward-looking statements as a result of new information, future events or otherwise, except as may be
required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.
On July 2, 2015, OPKO and BRLI received early termination of the
waiting period under the HSR Act, effective July 1, 2015, for OPKOs planned acquisition of BRLI. Expiration of the waiting period under the HSR Act satisfies one of the conditions necessary for the consummation of the merger. The
transaction remains subject to other closing conditions, including the approval of BRLIs shareholders. The parties continue to expect that this transaction will close during the second half of 2015.
Item 9.01 |
Financial Statements and Exhibits. |
|
|
|
Exhibit |
|
Description |
|
|
99.1 |
|
Joint Press Release of the OPKO Health, Inc. and Bio-Reference Laboratories, Inc., dated July 2, 2015. |
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
|
|
|
|
|
|
|
|
|
|
OPKO Health, Inc. |
|
|
|
|
Dated: July 2, 2015 |
|
|
|
By: |
|
/s/ Adam Logal |
|
|
|
|
|
|
Name: Adam Logal |
|
|
|
|
|
|
Title: Senior Vice President Chief Financial Officer |
4
EXHIBIT INDEX
|
|
|
Exhibit |
|
Description |
|
|
99.1 |
|
Joint Press Release of the OPKO Health, Inc. and Bio-Reference Laboratories, Inc., dated July 2, 2015. |
5
Exhibit 99.1
OPKO and Bio-Reference Laboratories Announce Early Termination of the Waiting Period for Planned Acquisition
MIAMI July 2, 2015OPKO Health, Inc. (OPK) and Bio-Reference Laboratories, Inc. (BRLI), today announced that early termination of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the HSR Act) has been granted, effective July 1, 2015, for OPKOs planned acquisition of Bio-Reference.
Expiration of the waiting period under the HSR Act satisfies one of the conditions necessary for the consummation of the merger. The transaction remains
subject to other closing conditions, including the approval of Bio-Reference shareholders. The parties continue to expect that this transaction will close during the second half of 2015.
About OPKO 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.
About Bio-Reference Laboratories, Inc.
Bio-Reference
Laboratories, Inc. is one of the largest and fastest growing full service diagnostic laboratories in the world, providing clinical testing services to physician offices, clinics, hospitals, long-term care facilities and employers while also
advancing drug discovery and development with disease foundations, academic and pharmaceutical partners. Bio-Reference Laboratories comprehensive testing capabilities and expertise spans molecular diagnostics, anatomical pathology,
womens health, oncology and rare disease genetics. Bio-Reference Laboratories, and its subsidiaries, has an international presence in more than 50 countries. For more information, visit www.bioreference.com.
Important Information For Investors And Shareholders
This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or
approval. This communication relates to a proposed business combination between Bio-Reference Laboratories, Inc. (Bio-Reference Laboratories) and OPKO Health, Inc. (OPKO). In connection with this proposed business
combination, Bio-Reference Laboratories and/or OPKO will file relevant materials with the Securities Exchange Commission (the SEC), including an OPKO registration statement on Form S-4 that will include a proxy statement of Bio-Reference
Laboratories and constitute a prospectus of OPKO. INVESTORS AND SECURITY HOLDERS OF BIO-REFERENCE LABORATORIES AND OPKO ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Any definitive proxy statement (if and when available) will be mailed to shareholders of Bio-Reference Laboratories. Investors and security holders will be
able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by Bio-Reference Laboratories and/or OPKO through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the
SEC by Bio-Reference Laboratories will be available free of charge on Bio-Reference Laboratories website at http://www.bioreference.com or by contacting Bio-Reference Laboratories Investor Relations Department by email at
tmackay@bioreference.com or by phone at (201) 791-2600. Copies of the documents filed with the SEC by OPKO will be available free of charge on OPKOs website at www.opko.com or by contacting OPKOs Investor Relations Department by
email at contact@opko.com or by phone at (305) 575-4100.
Participants in Solicitation
Bio-Reference Laboratories, OPKO, their respective directors and certain of their respective executive officers may be considered participants in the
solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of Bio-Reference Laboratories is set forth in its Annual Report on Form 10-K for the year ended October 31, 2014, which was
filed with the SEC on January 13, 2015, its Quarterly Report on Form 10-Q for the quarter ended April 30, 2015 which was filed with the SEC on June 9, 2015 and its Current Reports on Form 8-K, which were filed with the SEC on March 5, 2015, April
29, 2015, June 4, 2015, June 8, 2015, June 10, 2015 and June 11, 2015. Information about the directors and executive officers of OPKO is set forth in its amended Annual Report on Form 10-K for the year ended December 31, 2014, which was filed with
the SEC on February 27, 2015 and April 30, 2015, its proxy statement for its 2015 annual meeting of stockholders,
which was filed with the SEC on May 7, 2015, its Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 which was filed with the SEC on May 11, 2015 and its Current
Reports on Form 8-K, which were filed with the SEC on March 19, 2015, June 4, 2015, June 9, 2015, June 10, 2015 and June 18, 2015.
These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitations
and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this communication regarding the proposed acquisition of Bio-Reference Laboratories by OPKO, including any statements regarding the
expected timetable for completing the proposed transaction, synergies, benefits and opportunities of the proposed transaction, future opportunities for the combined company and products, future financial performance and any other statements
regarding OPKOs and Bio-Reference Laboratories future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are forward-looking statements
made within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words anticipate, believe, ensure,
expect, if, intend, estimate, probable, project, forecasts, predict, outlook, aim, will, could,
should, would, potential, may, might, anticipate, likely plan, positioned, strategy, and similar expressions, and the negative
thereof, are intended to identify forward-looking statements.
All forward-looking information are subject to numerous risks and uncertainties, many of
which are beyond the control of Bio-Reference Laboratories and OPKO, that could cause actual results to differ materially from the results expressed or implied by the statements. These risks and uncertainties include, but are not limited to: failure
to obtain the required vote of Bio-Reference Laboratories shareholders; the timing to consummate the proposed transaction; the risk that a condition to closing of the proposed transaction may not be satisfied or that the closing of the
proposed transaction might otherwise not occur; the risk that a regulatory approval that may be required for the proposed transaction is not obtained or is obtained subject to conditions that are not anticipated; the diversion of management time on
transaction-related issues; ability to successfully integrate the businesses; risk that the transaction and its announcement could have an adverse effect on Bio-Reference Laboratories ability to retain customers and retain and hire key
personnel; 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 communication may become outdated over time. OPKO and Bio-Reference Laboratories do not assume any responsibility for updating any forward-looking statements. Additional information
concerning these and other factors can be found in Bio-Reference Laboratories and OPKOs respective filings with the SEC and available through the SECs Electronic Data Gathering and Analysis Retrieval system at www.sec.gov,
including Bio-Reference Laboratories and OPKOs most recent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The foregoing list of important factors is not exclusive. Bio-Reference Laboratories
and OPKO assume no obligation to update or revise any forward-looking statements as a result of new information, future events or otherwise, except as may be required by law. Readers are cautioned not to place undue reliance on these forward-looking
statements that speak only as of the date hereof.
OPKO CONTACT:
Steve Rubin or Adam Logal (305) 575-4100
BRLI CONTACT:
Richard L. Faherty (201) 791-2600
Opko Health (NASDAQ:OPK)
Historical Stock Chart
From Apr 2024 to May 2024
Opko Health (NASDAQ:OPK)
Historical Stock Chart
From May 2023 to May 2024