Post by gutset on Sept 22, 2016 11:59:44 GMT
John Lantigua, Daily Business Review
September 20, 2016
The Superior Court of Justice of the Canadian Province of Ontario approved the sale of Transition Therapeutics Inc. of Toronto to OPKO Health Inc. of Miami on Aug. 29. The deal was for $60 million to be paid in the form of 6.4 million shares of OPKO common stock distributed to Transition shareholders in exchange for their shares of Transition common stock.
Dr. Phillip Frost, chairman and CEO of OPKO, and his counterpart at Transition, Dr. Tony Cruz, reached an agreement in early May. That was when a team of Greenberg Traurig attorneys went to work, led by Robert Grossman and Joshua Samek. Both are based in Miami.
"Our team began an expedited legal due diligence review of Transition," Samek said. "At the same time, we negotiated the transaction structure with Transition and drafted the arrangement agreement by which OPKO would acquire Transition. This all took place over the course of May and June. After finalizing the arrangement, we signed the deal late on June 29 and announced it overnight before trading in OPKO stock opened on the Tel Aviv Stock Exchange, where OPKO is dual-listed."
The final deal, confirmed by the court two months later, called for the swap of 0.1657 of an OPKO share for each share of Transition.
"One of the main challenges of this deal was negotiating an efficient transaction structure because OPKO, a U.S. company, was acquiring Transition, which is a Canadian company," Grossman said. "We worked closely with OPKO's Canadian counsel and tax advisers to evaluate different transaction structures with Transition and identify a structure that was the most efficient for everyone involved."
He said Greenberg Traurig has considerable experience in cross-border transactions, including a recent Canadian transaction involving OPKO and VBI Vaccines Inc.
Unlike a standard U.S. acquisition, the deal had to be submitted to the Ontario court to confirm the fairness of the transaction to Transition's shareholders. The transaction also was subject to the approval of Transition's shareholders at their August meeting.
Timing Pressure
But Transition and OPKO had to obtain the preliminary approval of the court before the proxy statement could be sent to those shareholders, Samek said.
"This added to the timing pressure of the transaction and required us to work quickly after signing so that we could submit the proxy statement to the court in early August," he said.
They did, and it worked. Grossman said it marked another successful collaboration between Frost and the law firm. Greenberg Traurig has represented Frost and his companies for more than decade, dating back to when he was chairman and CEO of Ivax Corp., Grossman said.
"I led the Greenberg Traurig team that represented Ivax in 2006 when it was acquired for $7.4 billion by Israel-based Teva Pharmaceuticals, which Dr. Frost went on to chair," he said. "We have represented OPKO since its founding in 2007 and have handled numerous acquisitions for the company, including its $1.5 billion acquisition of BioReference Laboratories last year, which was a transformative acquisition for OPKO."
He said that past experience smoothed the way in closing the Transition deal.
"We were able to sign the transaction in less than two months," Grossman said.
OPKO defines itself as a diversified health care company that seeks to establish industry-leading positions in large, rapidly growing markets. The latest deal brings OPKO ownership of drugs in varying stages of development by Transition scientists. They include treatments for Type 2 diabetes, Alzheimer's disease and Down syndrome.
Grossman praised the in-house transaction team at OPKO led by executive vice president of administration Steve Rubin, general counsel Kate Inman, chief financial officer Adam Logal and chief patent counsel Monte Browder.
Grossman began practicing securities, mergers and acquisitions, and corporate law in Greenberg Traurig's Miami office in 1982. He is co-chair of the firm's Israel practice group, which represents Israeli companies and provides assistance to both Israeli and U.S. companies through introductions to strategic partners.
Samek focuses on mergers and acquisitions, public and private securities offerings, financing transactions, and general corporate and business law matters. He represents a broad range of clients, including public companies, private equity funds and portfolio companies, startup companies and private investors.
Also working on the deal for Greenberg Traurig were three other Miami-based attorneys: Seth Entin, shareholder in the tax practice, and Evan Kantor and Indira Sordo, associates in the corporate unit.
September 20, 2016
The Superior Court of Justice of the Canadian Province of Ontario approved the sale of Transition Therapeutics Inc. of Toronto to OPKO Health Inc. of Miami on Aug. 29. The deal was for $60 million to be paid in the form of 6.4 million shares of OPKO common stock distributed to Transition shareholders in exchange for their shares of Transition common stock.
Dr. Phillip Frost, chairman and CEO of OPKO, and his counterpart at Transition, Dr. Tony Cruz, reached an agreement in early May. That was when a team of Greenberg Traurig attorneys went to work, led by Robert Grossman and Joshua Samek. Both are based in Miami.
"Our team began an expedited legal due diligence review of Transition," Samek said. "At the same time, we negotiated the transaction structure with Transition and drafted the arrangement agreement by which OPKO would acquire Transition. This all took place over the course of May and June. After finalizing the arrangement, we signed the deal late on June 29 and announced it overnight before trading in OPKO stock opened on the Tel Aviv Stock Exchange, where OPKO is dual-listed."
The final deal, confirmed by the court two months later, called for the swap of 0.1657 of an OPKO share for each share of Transition.
"One of the main challenges of this deal was negotiating an efficient transaction structure because OPKO, a U.S. company, was acquiring Transition, which is a Canadian company," Grossman said. "We worked closely with OPKO's Canadian counsel and tax advisers to evaluate different transaction structures with Transition and identify a structure that was the most efficient for everyone involved."
He said Greenberg Traurig has considerable experience in cross-border transactions, including a recent Canadian transaction involving OPKO and VBI Vaccines Inc.
Unlike a standard U.S. acquisition, the deal had to be submitted to the Ontario court to confirm the fairness of the transaction to Transition's shareholders. The transaction also was subject to the approval of Transition's shareholders at their August meeting.
Timing Pressure
But Transition and OPKO had to obtain the preliminary approval of the court before the proxy statement could be sent to those shareholders, Samek said.
"This added to the timing pressure of the transaction and required us to work quickly after signing so that we could submit the proxy statement to the court in early August," he said.
They did, and it worked. Grossman said it marked another successful collaboration between Frost and the law firm. Greenberg Traurig has represented Frost and his companies for more than decade, dating back to when he was chairman and CEO of Ivax Corp., Grossman said.
"I led the Greenberg Traurig team that represented Ivax in 2006 when it was acquired for $7.4 billion by Israel-based Teva Pharmaceuticals, which Dr. Frost went on to chair," he said. "We have represented OPKO since its founding in 2007 and have handled numerous acquisitions for the company, including its $1.5 billion acquisition of BioReference Laboratories last year, which was a transformative acquisition for OPKO."
He said that past experience smoothed the way in closing the Transition deal.
"We were able to sign the transaction in less than two months," Grossman said.
OPKO defines itself as a diversified health care company that seeks to establish industry-leading positions in large, rapidly growing markets. The latest deal brings OPKO ownership of drugs in varying stages of development by Transition scientists. They include treatments for Type 2 diabetes, Alzheimer's disease and Down syndrome.
Grossman praised the in-house transaction team at OPKO led by executive vice president of administration Steve Rubin, general counsel Kate Inman, chief financial officer Adam Logal and chief patent counsel Monte Browder.
Grossman began practicing securities, mergers and acquisitions, and corporate law in Greenberg Traurig's Miami office in 1982. He is co-chair of the firm's Israel practice group, which represents Israeli companies and provides assistance to both Israeli and U.S. companies through introductions to strategic partners.
Samek focuses on mergers and acquisitions, public and private securities offerings, financing transactions, and general corporate and business law matters. He represents a broad range of clients, including public companies, private equity funds and portfolio companies, startup companies and private investors.
Also working on the deal for Greenberg Traurig were three other Miami-based attorneys: Seth Entin, shareholder in the tax practice, and Evan Kantor and Indira Sordo, associates in the corporate unit.
