OPKO Health, Inc. (NYSE:OPK) and Bio-Reference Laboratories,
Inc. (NASDAQ: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 OPKO's planned acquisition of Bio-Reference.
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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, women's 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 OPKO’s website at www.opko.com or by contacting OPKO’s
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 OPKO’s 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 OPKO’s respective filings with the SEC and
available through the SEC’s Electronic Data Gathering and Analysis
Retrieval system at www.sec.gov, including Bio-Reference
Laboratories’ and OPKO’s 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.
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version on businesswire.com: http://www.businesswire.com/news/home/20150702005579/en/
OPKO Health, Inc.Steve Rubin or Adam Logal,
305-575-4100orBio-Reference Laboratories Richard L. Faherty,
201-791-2600
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