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Press release / SHAREHOLDER ALERT: Concerning the proposed acquisition of PROLOR Biotech by OPKO Health in a transaction valued at approximately $480 million.
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Phillip Frost Chairman of the Board of Teva / Getty
/ By Ilan Shavit /
Pomerantz Law Firm Investigates Claims on Behalf of Investors of PROLOR Biotech, Inc. – BTH, concerning the proposed acquisition of PROLOR Biotech by OPKO Health in a transaction valued at approximately $480 million.
The investigation concerns whether the PROLOR directors are breaching their fiduciary duties by failing to adequately shop the Company and maximize shareholder value. Under the terms of the agreement, PROLOR shareholders will be entitled to receive 0.9951 shares of OPKO Health, Inc. common stock, or a price of $7.00 per share for each share of PROLOR common stock. However, at least one analyst has set a target price of $8.00 per share.
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Prolor Biotech Inc. (AMEX: PBTH; TASE: PBTH) has been acquired by Miami-based Opko Health Inc. (NYSE: OPK) for $480 million in shares, one third more than its market cap of $370 million. Opko will pay $7 per share for Prolor, which develops longer-lasting proprietary versions of already-approved therapeutic proteins. The company’s lead product is a longer-lasting human growth hormone. Teva Pharmaceutical Industries Ltd. (NYSE:TEVA; TASE: TEVA) chairman Dr. Phillip Frost is also chairman and CEO of Opko Health and a major shareholder in Prolor.
The deal will be closed during the second half of 2013.
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, which showed that the company’s version can be injected once a week, instead of the daily injections needed for the current treatment. The company, which is based in Ness Ziona, is currently conducting a Phase II clinical trial of the drug on children, and a Phase III trial on adults is due to begin during the second quarter. Both the US Food and Drug Administration (FDA) and European Medicines Agency (EMA) have granted hGH-CTP orphan drug status for treating children and adults with growth hormone deficiency.
Prolor’s longer-acting clotting Factor VIIa and Factor IX for hemophilia is in preclinical development, and the company is also developing treatments for obesity and diabetes. The company’s proprietary Carboxyl Terminal Peptide (CTP) technology, which attaches the peptide to proteins, extending the length of time they remain active in the body. Identified at Washington University in St. Louis, Prolor has an exclusive license to CTP for all proteins and peptides, except for four endocrine proteins that are licensed to Merck & Co. (NYSE: MRK).
“We believe this transaction recognizes the value we have created at Prolor, ” said Prolor president Shai Novik.
Prolor CEO Dr. Abraham Havron said, “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, “
Philip Frost, Chairman of the Board of Teva, said, “This transaction is consistent with Opko’s stated objective of broadening our portfolio of market-transforming therapies in selected specialty markets. 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 Opkos strategy.”
