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OPK > SEC Filings for OPK > Form 8-K on 18-Dec-2012All Recent SEC Filings

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Form 8-K for OPKO HEALTH, INC.


18-Dec-2012

Completion of Acquisition or Disposition of Assets, Unregistered Sale of Equity


Item 2.01 Completion of Acquisition or Disposition of Assets.

Pursuant to an Agreement and Plan of Merger dated October 18, 2012 (the "Merger Agreement") by and among OPKO Health, Inc. (the "Company"), OPKO Laboratories, Inc., an Oklahoma corporation ("Merger Sub I"), OPKO Labs, LLC, a Florida limited liability company and a wholly-owned subsidiary of the Company ("Merger Sub II" and together with Merger Sub I, the "Merger Subs"), Prost-Data, Inc., and Oklahoma corporation ("OURLab"), and Jonathan Oppenheimer, M.D., the sole shareholder of OURLab (the "Seller"), the Company acquired OURLab through a merger between OURLab and Merger Sub I (the "Merger"). As a result of the Merger, OURLab became a direct wholly-owned subsidiary of the Company. Following the Merger, and upon receipt of certain regulatory and contractual consents, approval and licenses, the Company will merge OURLab with and into Merger Sub II, with Merger Sub II as the surviving entity. The merger consideration paid by the Company to the Seller consists of $9.4 million paid in cash at closing and $30.6 million paid in shares of the Company's common stock, par value $.01 ("Common Stock"), based on the average closing sales price per share of the Company's Common Stock as reported by the New York Stock exchange for the fifteen trading days immediately preceding the date of the Merger Agreement, or $4.33 per share. The transaction closed on December 17, 2012.

In connection with the transaction, the Company issued 5,340,646 shares of Common Stock to the Seller at closing and deposited an additional 1,732,102 shares of Common Stock into an escrow account to secure the indemnification obligations of the Seller under the Merger Agreement. The Common Stock was issued in reliance upon an exemption from the registration requirements under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to
Section 4(2) thereof.



Item 3.02 Unregistered Sale of Equity Securities.

The information required to be reported under this Item is incorporated by reference to Item 2.01 of this Current Report on Form 8-K.



Item 7.01 Regulation FD Disclosure.

On December 18, 2012, the Company issued a press release announcing the closing of the transaction. A copy of the press release is being filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information contained in Item 7.01 to this Current Report on Form 8-K and in the attached Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference by the Company in any filing under the Securities Act or Exchange Act, except as shall be expressly set forth by specific reference in such filing.




Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
No. Description

99.1 Press Release dated December 18, 2012


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