Interesting speculation about a possible merger of PGLC into SPINCO out of Levon Resources. I am quoting posts by my friend Minding at the COCP board.
Minding Member Level Friday, 03/20/15 12:13:50 PM Re: None Post # of 830
The recent doubling of LVNVF? The company gave the following explanation on March 2. ...
=================
Levon Responds to Recent Trading Activity Marketwired Levon Resources Ltd. March 2, 2015 9:39 AM
VANCOUVER, BRITISH COLUMBIA--(Marketwired - Mar 2, 2015) - Levon Resources Ltd. ("Levon" or the "Company") (LVN.TO)(LVNVF)(LO9.BE)(LO9.BE) is issuing this press release at the request of Market Surveillance at IIROC on behalf of the Toronto Stock Exchange. Levon confirms that while no material change has occurred in the Company's business or operations, the Company is in discussions with a non-resources issuer regarding a proposed corporate transaction. There can be no assurance that these discussions will result in a transaction, or on what terms. Until such time as a transaction has been agreed, at which time the Company will provide full information, the Company does not intend to make any further comment on this matter.
About Levon Resources Ltd.
Levon is a 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.
Minding Member Level Friday, 03/20/15 12:04:27 PM Re: Minding post# 826 Post # of 830
Levon Resources Ltd. Announces Definitive Agreement to Acquire SciVac Ltd. Marketwired Levon Resources Ltd. 3 hours ago
VANCOUVER, BRITISH COLUMBIA--(Marketwired - Mar 20, 2015) - Levon Resources Ltd. ("Levon") (LVN.TO)(LVNVF)(LO9.F)(LO9.F) and SciVac Ltd. ("SciVac") announced today that they have entered into an arrangement agreement pursuant to which Levon will acquire 100% of the issued and outstanding ordinary shares of SciVac by way of a court-approved plan of arrangement (the "Arrangement").
"I am excited to announce this transaction with SciVac, as I believe it will generate tremendous value for Levon shareholders," stated Ron Tremblay, President and Chief Executive Officer of Levon. "In a difficult market for resource issuers, we have chosen to preserve capital while seeking to identify alternatives to create shareholder value. The acquisition of SciVac gives Levon ownership of Sci-B-Vac™, a commercial stage, potentially best in class hepatitis B vaccine which could address a significant market opportunity. Levon shareholders will also maintain an interest in Levon's existing business and assets by receiving shares of a newly formed company which will hold Levon's existing resource assets."
Pursuant to the Arrangement, Levon shareholders will receive one new common share of Levon (each a "New Levon Share") and 0.5 of a common share (each, a "Spinco Share") of 1027949 BC Ltd., a newly formed exploration company ("Spinco") in exchange for each common share of Levon (each a "Levon Share") held by them. Upon closing of the Arrangement, Levon shareholders 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. In addition to acquiring all of the issued and outstanding shares of SciVac, Levon will retain CAD $27 million in cash. All other assets and liabilities of Levon will be transferred to or will be assumed by Spinco. At the closing of the Arrangement, Levon expects that in addition to holding all of Levon's mineral properties, including Levon's flagship Cordero Project, SpinCo will have approximately $20.1M in working capital, including approximately $3M in cash, a $1.1M convertible debenture as well as 35,178,572 shares of Pershing Gold Corporation with current estimated value of $16M. SpinCo will also hold a $2M Mexican value added tax receivable that Levon expects will be recovered. The total of 22.1M represents approximately 48% of Levon's working capital as at December 31, 2014.
"SciVac is pleased to announce this transaction with Levon in furtherance of our goal of expanding market opportunities for SciVac products in development, including Sci-B-Vac, our third-generation hepatitis B vaccine," said Dr. Curtis Lockshin, Chief Executive Officer for SciVac. "Sci-B-Vac has already been approved in several countries, including Israel, where it has been provided to hundreds of thousands of newborn children. We intend to pursue marketing approvals for Sci-B-Vac in the United States and other territories worldwide, initially focused on at-risk populations such as End-Stage Renal Disease and HIV patients. In addition, we believe the transaction will permit SciVac to cultivate a pipeline of other therapeutics, utilizing novel treatment approaches in various disease areas with unmet needs."
SciVac is currently a privately owned company, of which approximately 45% of the shares are owned by OPKO Health, Inc. (OPK). OPKO's CEO and Chairman, Dr. Phillip Frost, commented, "This transaction with Levon presented an opportunity to unlock meaningful value for OPKO shareholders via OPKO's ownership interest in SciVac. SciVac is a commercial-stage biotech leader in protein engineering whose flagship product, Sci-B-Vac, is a superior next generation hepatitis B vaccine. Sci-B-Vac has received approval for use in ten countries including Israel, where it captures half the market for neonatal hepatitis B vaccinations, and is offered to adults who do not respond to competing hepatitis B vaccines. It appears positioned to expand the billion dollar global hepatitis B vaccine market upon successful completion of the FDA approval process."
The board of directors of Levon has unanimously approved the transaction and all directors and officers of Levon, collectively holding approximately 10.08% of the number of Levon Shares and 76.94% of the number of options to purchase Levon Shares (the "Levon Options") anticipated to be entitled to vote at a special meeting to consider the Arrangement, have agreed to vote in favour of the Arrangement.
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.
Advisors
Levon's legal counsel is Stikeman Elliott LLP and Dorsey & Whitney LLP. Cassel Salpeter & Co., LLC is Levon's financial advisor.
About Levon Resources Ltd.
Levon is a 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.
Minding Member Level Friday, 03/20/15 12:00:48 PM Re: None Post # of 830
Opko's Frost Inks Levon Deal with Israel's SciVac, a Hint for the Next Merger? Published: Mar 20, 2015 11:30 a.m. ET
0 Time (EDT) 10:00 11:00 12:00 1:00 2:00 3:00 4:00 US:OPKUS:TEVAUS:COCP-3%-2%-1%0%1%2%3% Mar 20, 2015 (ACCESSWIRE via COMTEX) -- NEW YORK, NY / ACCESSWIRE / March 20, 2015 / On September 11 last year, a little-known Israeli financial magazine called Globes came out with a report that Dr. Phillip Frost, Chairman and CEO of Opko Health OPK, -1.09% and then Chairman of Teva Pharmaceuticals TEVA, +0.28% was interested in moving a private Israeli biotech called SciVac, 45% owned by Opko, into a corporate shell and making it public.
Today, Frost accomplished his goal, as SciVac has been officially acquired by Levon Resources (otcmkts:LVNVF), with 68.4% of the new company going to the former private SciVac shareholders and 31.6% going to former Levon shareholders. Since Opko already has a 45% stake in SciVac, that brings its total take in SciVac to 30.8%.
The deal still has to be voted on by current Levon shareholders in April, but is expected to pass.
Opko has had some success taking stakes in biotech companies so far this year. Its recent 8% stake in Cocrystal Pharma COCP, +1.01% has jumped 100% since February. Cocrystal is its second largest investment behind private Russian biotech Pharmsynthez.
SciVac's Hepatitis B Vaccine
SciVac is the developer of a third generation hepatitis B vaccine (HBV) called Sci-B-Vac . It is approved in several countries including SciVac's home country of Israel, where it is administered to hundreds of thousands of newborns each year. While first generation HBV vaccines are mostly effective, their effectiveness is still only 90%. In a clinical trial of over 5,000 people, Sci-B-Vac was shown to have an effectiveness of greater than 98% with higher immunogenicity, or immune response in terms of antibodies produced.
The difference between Sci-B-Vac and the current standard-of-care HBV vaccine is that Sci-B-Vac is derived from mammalian cells instead of yeast cells, and carries on it the three main HBV surface antigens instead of just one. It is believed that the 10% of people who do not respond to first generation HBV vaccines are infected with mutant versions of HBV that escape the single antigen vaccine. It is much harder for HBV to mutate all three surface antigens simultaneously to escape Sci-B-Vac.
Despite vaccines available, HBV is still a huge pandemic. According to the World Health Organization, one third of the world's population is infected with HBV, with up to 400M people suffering chronic infections leading to chronic liver disease. 250M of those people are in the Asia-Pacific region alone.
SciVac's next regulatory goal is approval in the United States, where 12M people are infected every year despite the current first generation vaccine available. What regulatory hurdles have to be overcome remains to be seen, given that Sci-B-Vac is already clinically tested and approved in several countries. SciVac will be aiming at the immunocompromised as well as end stage renal disease and HIV patients, as these are patient populations who have special difficulties responding to current HBV vaccines.
Context of Frost's Latest Move Hints at Possible Future Moves
Dr. Frost's latest move comes in the context of several other interesting stock movements that may tip off future deals in the making. In October last year, only one month after Globes reported Frost's interest in taking SciVac public, Levon acquired 35M shares, or 10% of Pershing Gold Corporation, another one of Frost's pet projects of which he has a 15% stake translating to 53.7M shares. Those 35M shares of PGLC will be moving to new entity Spinco, so speculators looking out for the next Frost-related deal should keep an eye on a possible merger between Spinco and Pershing. A similar deal was inked bewteen Pershing and Continental Resources Group in February 2013 where the latter was acquired by Pershing. Continental had a substantial stake in Pershing at the time.
Cocrystal, which is fairly similar to SciVac in that it is focusing on molecularly tailored vaccines, primarily hepatitis C. Cocrystal is also 22% owned by Frost through his investment trust as well as an 8% stake through Opko. Cocrystal has skyrocketed over 100% since February but lacking any obvious catalyst for doing so. Another possible move to watch then is for a deal between Levon, now SciVac, and Cocrystal, which itself was once BioZone, also an Opko investment that was merged into Cocrystal.
With Frost's myriad of moves and deals over the last few years things can get admittedly confusing and make your head spin. The structure of these mergers, however, repeatedly seems to start with Opko at the base and then moves out from there. Opko itself has been on a nearly 100% tear since December. As for Cocrystal's recent 100% move, it may have investors scratching their heads but connecting the dots here could point to the beginning stages of a Frost deal at some point between Cocrystal and SciVac as both specialize in hepatitis vaccines, as well as one between Spinco and Pershing.
Call it equity consolidation with synergies in mind, it certainly is a fascinating chess game.
Market Exclusive Is a financial portal geared to engaging discussion on current financial topics. Market Exclusive is not an investment advisor. Please read our full disclaimer at http://marketexclusive.com/about-us/disclaimer/.
Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
