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."