July 10, 2015 9:00am EDT
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MIAMI--(BUSINESS WIRE)--
OPKO Health, Inc. (NYSE:OPK) is pleased to announce that SciVac Ltd. (“ SciVac ”),
an Israeli entity in which OPKO has a forty-five percent ownership
interest, completed its previously announced plan of arrangement under
Section 288 of the Business Corporations Act (British Columbia)
(the “ Transaction ”) with SciVac Therapeutics Inc. (the “ Company ,”
formerly Levon Resources Ltd. (“ Levon ”)), pursuant to which the
Company acquired 100% of the issued and outstanding securities of SciVac
in exchange for common shares of the Company (the “ Common Shares ”).
The terms and conditions on which the Transaction was completed were set
out in the arrangement agreement dated March 19, 2015 (the “ Arrangement
Agreement ”) among Levon, SciVac and 1027949 B.C. Ltd.
Upon completion of the Transaction, the former SciVac security holders
now hold 68.4% of the issued and outstanding Common Shares, with OPKO
acquiring ownership of 185,129,317 Common Shares, representing 24.5% of
the issued and outstanding Common Shares. Prior to the Transaction, OPKO
did not own any of the issued and outstanding Common Shares of the
Company. On completion of the Transaction, the Company changed its name
from Levon Resources Ltd. to SciVac Therapeutics Inc.
OPKO acquired the Common Shares for investment purposes. Depending on
market conditions and other factors, OPKO may from time to time acquire
additional securities of the Company or dispose of securities of the
Company in the open market, by private agreement or otherwise.
Other than CAD $27 million in cash, which the Company retained, all
assets and liabilities of the historical Levon Resources business have
been transferred to or assumed by a newly formed company, which is owned
100% by those persons who were shareholders of Levon Resources
immediately prior to the Transaction.
The Transaction has been granted conditional approval by the Toronto
Stock Exchange (the “ TSX ”). The Common Shares are expected to
commence trading on the TSX under the ticker symbol “VAC” at the
commencement of trading on July 14, 2015. The Company also expects the
Common Shares to be quoted on the OTCQX under the symbol “SVAC.”
The Company’s previous management team resigned at or about the closing
of the Transaction, and the following persons assumed the following
offices: Curtis A. Lockshin - Chief Executive Officer; James J. Martin -
Chief Financial Officer; Steven D. Rubin - Chairman; and Shayla Forster
- Corporate Secretary.
The previous members of the board of directors of the Company resigned
at or about the closing of the Transaction and were replaced by the
following individuals: Steven D. Rubin (Chairman); Curtis A. Lockshin;
Dmitry Genkin; Kate Inman; Adam Logal; and David Rector. In accordance
with the conditional approval of the TSX, the Company has agreed to
appoint an additional independent director within 90 days following the
listing of the Common Shares on the TSX.
A complete copy of the Arrangement Agreement has been filed under the
Company’s profile on SEDAR at www.sedar.com .
For a summary of the material terms of the Arrangement Agreement, please
refer to the management information circular of Levon dated May 1, 2015,
also filed under the Company’s profile on SEDAR at www.sedar.com .
This news release is issued pursuant to National Instrument 62-103 - The
Early Warning System and Related Take-Over Bid and Insider Reporting
Issues of the Canadian Securities Administrators, which also
requires an early warning report to be filed with the applicable
securities regulators containing additional information with respect to
the foregoing matters.
About SciVac Therapeutics Inc.
SciVac Therapeutics Inc., headquartered in Rehovot Israel, is in the
business of developing, producing and marketing biological products for
human healthcare. The Company’s flagship product, Sci‐B‐Vac™, is a
recombinant 3 rd generation hepatitis B vaccine. The Company
also has in-licensed an early-stage enzyme-based product designated
S-Graft, which is a recombinant human deoxyribonuclease I, a repurposed
biological therapeutic intended for the prevention and treatment of
graft-versus-host disease (GVHD). The Company also offers contract
development and manufacturing services to the life sciences and
biotechnology markets.
About OPKO Health, Inc.
OPKO is a multi-national biopharmaceutical and diagnostics company that
seeks to establish industry-leading positions in large and rapidly
growing medical markets by leveraging its discovery, development and
commercialization expertise and novel and proprietary technologies.
SAFE HARBOR STATEMENT
This press release contains "forward-looking statements," as that
term is defined under the Private Securities Litigation Reform Act of
1995 (PSLRA), which statements may be identified by words such as
"expects," "plans," "projects," "will," "may," "anticipates,"
"believes," "should," "intends," "estimates," and other words of similar
meaning, including statements regarding the acquisition and the benefits
of the transaction with Levon, the Common Shares being traded on the TSX
and OTCQX and expectations regarding Sci-B-Vac, as well as other
non-historical statements about our expectations, beliefs or intentions
regarding our business, technologies and products, financial condition,
strategies or prospects. Many factors could cause our actual activities
or results to differ materially from the activities and results
anticipated in forward-looking statements. These factors include those
described in our filings with the Securities and Exchange Commission,
that the various conditions to the closing of the transaction may not be
met, and 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
press release speak only as of the date the statements were made, and we
do not undertake any obligation to update forward-looking statements. We
intend that all forward-looking statements be subject to the safe-harbor
provisions of the PSLRA .
A copy of the early warning report in respect of this transaction will
be available at www.sedar.com .
For additional information, or for a copy of the early warning report
Steven D. Rubin or Adam Logal,
OPKO Health, Inc.
4400 Biscayne
Blvd.
Miami, FL 33137
View source version on businesswire.com: http://www.businesswire.com/news/home/20150710005316/en/
OPKO Health, Inc.
Steven D. Rubin, 305-575-4100
or
Adam
Logal, 305-575-4100
Source: OPKO Health
Released July 10, 2015
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