M&A - OPKO HEALTH, INC.

Form Type: 8-K

Filing Date: 2025-04-01

Corporate Action: Acquisition

Type: New

Accession Number: 000143774925010494

Filing Summary: On March 28, 2025, OPKO Health, Inc. entered into exchange agreements with institutional holders of the Company’s 3.75% Convertible Senior Notes due 2029. The agreements involved the exchange of $152,471,000 in aggregate principal amount of Notes for 116,706,310 shares of Common Stock and approximately $60.1 million in cash. An additional agreement on the same day included the exchange of $6.75 million in principal for 4,731,688 shares and $3.4 million in cash. The notes were retired upon closing on April 1, 2025, and were no longer outstanding. The shares issued in these transactions have not been registered under the Securities Act, relying on exemptions for qualified institutional buyers or accredited investors.

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Form Type: 8-K

Filing Date: 2025-03-11

Corporate Action: Acquisition

Type: New

Accession Number: 000143774925006898

Filing Summary: On March 10, 2025, OPKO Health, Inc. and its wholly owned subsidiary BioReference Health, LLC entered into an Asset Purchase Agreement with Laboratory Corporation of America Holdings. The Agreement entails the sale of certain assets and liabilities of BioReference's laboratory testing businesses focused on oncology in exchange for a total purchase price of up to $225 million. This comprises $192.5 million payable at closing and up to $32.5 million in contingent consideration based on future revenue. Notably, the transaction excludes BioReference’s urology diagnostic services business and outlines customary representations, warranties, covenants, and indemnification provisions. It's also subject to certain closing conditions, including obtaining necessary regulatory approvals. Additionally, OPKO agreed to refrain from discussions with third parties regarding alternative transactions until the deal is closed. A press release announcing the transaction was issued on March 11, 2025, and more details are available in the filed Purchase Agreement.

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