OPKO Investee SciVac Announces the Completion of Transaction with Levon Resources
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 3rd 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 filed in respect of the above, please contact:
Steven D. Rubin or Adam Logal,
OPKO Health, Inc.
4400 Biscayne Blvd.
Miami, FL 33137
OPKO Health, Inc.
Steven D. Rubin, 305-575-4100
Adam Logal, 305-575-4100
Source: OPKO Health
Released July 10, 2015