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Mergers and Acquisitions

Date: 2015-08-20

Type of information: Company acquisition

Acquired company: Bio-Reference Laboratories (USA - NJ)

Acquiring company: Opko Health (USA - FL)

Amount: $ 1.47 billion

Terms:

* On August 20, 2015, Opko Health and Bio-Reference Laboratories announced the completion of the acquisition of Bio-Reference by OPKO. Shareholders of Bio-Reference will receive 2.75 shares of Opko  common stock for each share of Bio-Reference common stock.

* On July 2, 2015, Opko Health and Bio-Reference Laboratories 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. 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.

* On June 4, 2015, Opko Health and Bio-Reference Laboratories announced that the companies have signed a definitive merger agreement under which Opko will acquire Bio-Reference Laboratories. Bio-Reference Laboratories is the third largest full service clinical laboratory in the United States and is known for its innovative technological solutions and pioneering leadership in the areas of genomics and genetic sequencing. Under the terms of the agreement, which has been approved by the Boards of Directors of both companies, holders of BRLI common stock will receive 2.75 shares of OPKO common stock for each share of BRLI common stock. Based on a closing price of $19.12 per share of Opko common stock on June 3, 2015 , the transaction is valued at approximately $1.47 billion , or $52.58 per share of BRLI common stock. The Companies expect the transaction to be completed during the second half of 2015. Closing of the transaction is subject to approval of Bio-Reference Laboratories\' shareholders and other customary conditions.

Details:

Opko Health intends to leverage the national marketing, sales, and distribution resources of Bio-Reference Laboratories to enhance sales of its 4Kscore test, a blood test that provides a patient\'s specific personalized risk score for aggressive prostate cancer as well as other OPKO diagnostic products under development.
Opko intends to allow laboratory operations to continue seamlessly but with enhancement from Opko\'s pipeline of diagnostic products. The current diagnostic services of Opko will be merged with the Bio-Reference Laboratories operations throughout the country. Bio-Reference Laboratories\' national presence will add valuable distribution capability to Opko\'s diagnostic services. Bio-Reference Laboratories is a full service clinical laboratory that can provide key areas of opportunity for Opko\'s services. Moreover, the seasoned management team at Bio-Reference Laboratories will bring valuable market intelligence to the combined operations.

Related:

CRO

Is general: Yes