In plain English: Opko purchased Claros Diagnostics. Here it is in legal terms:
On October 13, 2011, OPKO Health, Inc., a Delaware corporation (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Claros Merger Subsidiary LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (“Merger Sub”), Claros Diagnostics, Inc., a Delaware corporation (“Claros”) and certain shareholders of Claros, in each case in his or her capacity as a member of the Shareholder Representative Committee constituted under the Merger Agreement. Pursuant to the Merger Agreement, the Company agreed to acquire Claros pursuant to a merger of Claros with and into Merger Sub (the “Merger”), with Merger Sub being the surviving entity of the Merger (the “Surviving Company”).
The merger consideration payable by the Company pursuant to the Merger Agreement consists of $10 million in cash, subject to certain set-offs and deductions, and $20 million in shares of the Company’s common stock (the “Stock Consideration”), 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 ten trading days immediately preceding the closing date of the Merger, or $4.45 per share (the “Reference Price”). Pursuant to the Merger Agreement, $5 million of the Stock Consideration is to be held in a separate escrow account to secure the indemnification obligations of Claros under the Merger Agreement. In addition, the Merger Agreement provides for the payment of up to an additional $19.125 million in shares of the Company’s common stock upon and subject to the achievement of certain milestones by the Surviving Company.
The Stock Consideration 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.
The Merger was consummated on October 13, 2011, with the filing of a Certificate of Merger with the Secretary of State of the State of Delaware. In connection with the consummation of the Merger, the Company issued 3,370,784 shares of common stock to the former shareholders of Claros and deposited an additional 1,123,596 shares of common stock into an escrow account for the benefit of the Company and the former shareholders of Claros.
The day before, Opko announced it had completed the sale of its ophthalmic instrumentation business to Optos, a leading and rapidly growing medical technology company engaged in the design, development, manufacture and marketing of devices to image the retina of the eye. In connection with the sale, Optos paid $17.5 million in cash and agreed to pay future royalties.
Optos acquired Opko’s worldwide activities for the development and commercialization of ophthalmic diagnostic imaging systems and will combine Opko’s OCT SLO technology with Optos’ widefield technology to provide a powerful tool to diagnose and manage diseases of the eye.