UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):
June 8, 2015
Bio-Reference
Laboratories, Inc.
(Exact Name of Registrant as Specified in Charter)
New Jersey |
0-15266 |
22-2405059 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
481 Edward H. Ross Drive,
Elmwood Park, NJ 07407
(Address of Principal Executive Offices)
Registrant’s telephone number, including
area code: (201) 791-2600
N/A
(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
(see General Instruction A.2. below):
☒ 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
8.01 Other Events.
On June 8, 2015, Bio-Reference Laboratories, Inc. (the “Company”)
and OPKO Health, Inc. issued a joint news release. A copy of the news release is attached as Exhibit 99.1. The Company will hold
a joint conference call with OPKO Health, Inc. at 8:30 a.m. ET on Thursday, June 11, 2015, to discuss the previously announced
entry into a merger agreement for OPKO to acquire the Company and to discuss the Company’s second quarter financial results.
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 January 31, 2015 which was filed with the SEC on March 9, 2015 and its Current Reports
on Form 8-K, which were filed with the SEC on March 5, 2015, and April 29, 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 Report on Form 8-K, which was filed with the SEC on March 19, 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Joint News Release of Bio-Reference Laboratories, Inc. and OPKO Health, Inc. dated June 8, 2015 |
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.
Date: June 8, 2015 |
Bio-Reference Laboratories, Inc.
|
|
By: |
/s/ Marc D. Grodman |
|
|
Name: Marc D. Grodman
Title: Chairman
of the Board, President and Chief Executive Officer |
Exhibit 99.1
FOR: |
|
BIO-REFERENCE LABORATORIES, INC. |
|
|
|
CONTACT: |
|
Tara Mackay |
|
|
Investor Relations Coordinator |
|
|
(201) 791-2600 |
|
|
(201) 791-1941 (fax) |
|
|
tmackay@bioreference.com |
|
|
|
OPKO and Bio-Reference
Laboratories To Hold Joint Conference Call to Discuss Merger
MIAMI--(BUSINESS WIRE)--Jun. 8, 2015-- OPKO
Health, Inc. (NYSE:OPK) and Bio-Reference Laboratories, Inc. (NASDAQ: BRLI) will host a joint conference call and webcast at 8:30
a.m. ET on Thursday, June 11, 2015, to discuss the previously announced entry into a merger agreement for OPKO to acquire Bio-Reference
Laboratories and to discuss Bio-Reference Laboratories’ second quarter financial results. This joint call will be in lieu
of the separate earnings call previously announced by Bio-Reference Laboratories.
This Smart News Release features multimedia.
View the full release here: http://www.businesswire.com/news/home/20150608005669/en/
The conference call will be available via
phone and webcast. The conference call dial-in information is listed below. To access the webcast, please log on to the OPKO website
at www.opko.com at least 15 minutes prior to the start of the call to ensure adequate time for any software downloads that may
be required. A link to the live webcast is also included below.
CONFERENCE CALL & WEBCAST INFORMATION:
WHEN: Thursday, June 11, 2015, 8:30 a.m. ET
DOMESTIC & CANADA DIAL-IN: 1-877-407-0789
INTERNATIONAL DIAL-IN: 1-201-689-8562
LIVE WEBCAST LINK: http://public.viavid.com/index.php?id=114915
For those unable to participate in the conference
call or webcast, a replay will be available beginning June 11, 2015 at 5 p.m. ET for a period of time. To access the replay, dial
1-877-870-5176 or 1-858-384-5517. The replay passcode is 13611685.
The replay can also be accessed for a period
of time on OPKO’s website at www.opko.com.
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 January 31, 2015 which was filed with the SEC on March 9, 2015 and its Current Reports on Form 8-K, which were
filed with the SEC on March 5, 2015, and April 29, 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 Report on Form 8-K, which was filed with the SEC on March 19, 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.
View source version on businesswire.com: http://www.businesswire.com/news/home/20150608005669/en/
Source: OPKO Health, Inc.
OPKO CONTACT:
Steve Rubin or Adam Logal
305-575-4100
or
BRLI CONTACT:
Richard L. Faherty, 201-791-2600
Brilliant Axquisition (NASDAQ:BRLI)
Historical Stock Chart
From Aug 2024 to Sep 2024
Brilliant Axquisition (NASDAQ:BRLI)
Historical Stock Chart
From Sep 2023 to Sep 2024