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Re: rocketrice post# 195

Saturday, 02/17/2007 11:27:19 AM

Saturday, February 17, 2007 11:27:19 AM

This is the other shell from Frost

Orthodontix completes the Merger with Protalix

January 3,2007

MIAMI, Florida, Carmiel, Israel, January 3, 2007 /PRNewswire/ -- Orthodontix, Inc. (OTC Bulletin Board: ORTX - News; "Orthodontix") today announced that it has completed the merger of its wholly-owned subsidiary Protalix Acquisition Co., Ltd. with Protalix Ltd., a privately-held Israeli biotechnology company. The combined company has approved a change of its name to "Protalix BioTherapeutics, Inc.", which should go into effect in January. The combined company has assumed Protalix Ltd.’s business plan as its sole business.

In accordance with the terms of the transaction as first announced on August 22, 2006, Orthodontix has acquired all of the outstanding shares of Protalix Ltd. in a stock-for-stock transaction. The merger will be accounted for as a reverse acquisition and a recapitalization.

Dr. Phillip Frost, former Chairman and Chief Executive Officer of IVAX Corporation and current Vice Chairman of Teva Pharmaceutical Industries Ltd., and Dr. Jane Hsiao, former Vice Chairman of IVAX Corporation, have joined the board of Orthodontix, along with Eli Hurvitz, Chairman of the Board of Teva Pharmaceuticals and Protalix Ltd., and Dr. David Aviezer, Chief Executive Officer of Protalix Ltd.. Mr. Hurvitz is now the Chairman of the Board of Orthodontix, and Dr. Aviezer is its President and Chief Executive Officer.

In connection with the merger, the former shareholders of Protalix are receiving shares of Orthodontix's common stock in exchange for all of their ordinary shares of Protalix Ltd., and currently hold approximately 99% of the outstanding shares of common stock of Orthodontix. Approximately 15% of the outstanding shares of Orthodontix's common stock on a fully diluted basis are held by certain recent investors in Protalix Ltd., including Dr. Frost and Glenn Halpryn. Orthodontix has assumed all of Protalix Ltd.'s outstanding warrants and options, including all of the outstanding options issued under Protalix Ltd.'s employee stock option plan. The assumed options and warrants represent approximately 21% of Orthodontix's outstanding common stock on a fully diluted basis. In addition, Orthodontix intends to issue to Dr. Frost and certain of his associates that have or will serve on the Board or provide services to Orthodontix, stock options that are exercisable into, in the aggregate, 3.5%, of the outstanding common stock on a fully-diluted basis.

Orthodontix also announced that its 1 for 10 reverse stock split first announced on December 19, 2006, "has become effective". The split will be reflected when the shares of Orthodontix commence trading on January 3, 2007 under the symbol “ORTX.”.