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Levon is a Vancouver, British Columbia-based gold and precious metals exploration company, exploring the company’s 100% owned flagship Cordero bulk tonnage silver, gold, zinc, and lead project near Hidalgo Del Parral, Chihuahua, Mexico. According to industry sources, in October 2014, Levon had raised $5.4 million in a private placement led by billionaire Phillip Frost. Dr. Frost, referred to by Levon CEO Ron Tremblay as “the Warren Buffett of the biotech space,” had founded and sold Key Pharma for $587 million, and then founded and sold Ivax for $7.6 billion. SciVac Ltd., headquartered in Rehovot, Israel, is in the business of developing, producing and marketing biological products for human healthcare. SciVac’s flagship product, Sci-B-Vac, is a recombinant mammalian cell produced next generation vaccine which has in multiple clinical studies demonstrated enhanced antibody response in a population of documented non and low-responders for which conventional hepatitis B vaccines do not elicit adequate antibody production. In addition, studies indicate that the vaccine induces rapid seroprotection and can be used for immunotherapy of chronic hepatitis B. Sci-B-Vac is currently marketed in Israel and has received marketing authorizations in several countries. SciVac also offers contract development and manufacturing services to the life sciences and biotechnology markets. OPKO-logo OPKO is a multi-national biopharmaceutical and diagnostics company that seeks to establish industry-leading positions in large and rapidly growing medical markets by leveraging its discovery, development and commercialization expertise and novel and proprietary technologies. Arrangement Details The Arrangement will be effected by way of a court-approved plan of arrangement and will require the approval of at least 2/3 of the votes cast by Levon’s shareholders and optionholders at a special meeting expected to take place in April 2015 (the “Meeting”). The transaction is also subject to applicable regulatory approvals, including approval of the TSX, and the satisfaction of certain closing conditions customary in transactions of this nature. The Arrangement will result, through a series of transactions, in:
  • Levon shareholders receiving one New Levon Share and 0.5 of a Spinco Share for each Levon share currently held by them;
  • holders of SciVac Shares receiving that number of New Levon Shares representing 68.4% of the issued and outstanding New Levon Shares in exchange for the acquisition by Levon of all of the issued and outstanding SciVac Shares;
  • the change of Levon’s name to “SciVac Inc.”; and
  • the change of Spinco’s name to “Levon Resources Ltd.”

Holders of outstanding Levon stock options may exercise their options until the effective time of the Arrangement, at which time they will be cancelled.

On completion of the Arrangement, Spinco will own and operate the existing business of Levon and Levon will own and operate the existing business of SciVac. Levon shareholders who receive New Levon Shares and Spinco Shares under the Arrangement will hold 100% of the issued and outstanding Spinco Shares and 31.6% of the issued and outstanding New Levon Shares, with the former holders of SciVac Shares holding the remaining 68.4% of the issued and outstanding New Levon Shares. After taking into consideration, among other things, the terms of the Arrangement, the unanimous recommendation of a special committee of Levon directors established to review the Arrangement and discussions with its legal and financial advisors, Levon’s board of directors has unanimously concluded that the Arrangement is in the best interests of Levon and has approved the Arrangement. Levon’s board of directors intends to recommend in the management information circular to be mailed in connection with the Meeting that Levon’s shareholders and optionholders vote in favour of the Arrangement. Subject to SciVac’s right to match, Levon’s board of directors may terminate the arrangement agreement in favour of an unsolicited superior proposal upon payment of a US$1 million break fee to SciVac.]]>