OPKO Health, a multinational biopharmaceutical and diagnostics company, has signed a definitive merger agreement to acquire Prolor Biotech, a biopharmaceutical company focused on developing and commercializing longer-acting proprietary versions of already approved therapeutic proteins, in an all-stock transaction. 

Holders of Prolor common stock will receive 0.9951 shares of OPKO common stock for each share of Prolor common stock. Based on a price of $7.03 per share of OPKO common stock, the transaction is valued at approximately $480 million, or $7.00 per share of Prolor common stock. The companies expect the transaction to be completed during the second half of 2013. Closing of the transaction is subject to certain conditions including, the approval of OPKO's and Prolor's stockholders and other customary closing conditions.

Prolor's long-acting version of human growth hormone, hGH-CTP, has successfully completed four clinical trials, including a phase II trial in adults with growth hormone deficiency (GHD). The trials showed that hGH-CTP has the potential to reduce the required dosing frequency of human growth hormone from the current standard of one injection per day to a single weekly injection. hGH-CTP demonstrated a good safety and tolerability profile in these clinical trials. A phase II trial in children with GHD is currently ongoing, and a phase III trial in adults with GHD is planned to begin in the second quarter of 2013. hGH-CTP has been awarded orphan drug designation in the U.S. and Europe for both adults and children with GHD.

"This transaction is consistent with OPKO's stated objective of broadening our portfolio of market-transforming therapies in selected specialty markets," said Dr. Phillip Frost, chairman and CEO of OPKO. "With the inclusion of Prolor's pipeline, OPKO will have four significant products in phase III clinical development and a robust pipeline of important therapeutic and unique diagnostic products in various stages of development. Prolor's drug-product candidates for growth hormone deficiency, hemophilia, obesity and diabetes, along with its broadly applicable technology platforms and efficient research and development center are highly valuable assets that will complement OPKO's strategy."

Shai Novik, president of Prolor, said, "We believe this transaction recognizes the value we have created at Prolor and provides our shareholders with attractive economic terms, as well as the opportunity to continue to share in the success of the combined company. We believe that OPKO's track record of commitment to innovation and growth, along with its diversified portfolio of innovative therapeutic and diagnostic products, growing international presence, ongoing investments in commercial infrastructure and highly experienced management team make this combination an excellent fit for Prolor."