Miami Herald
Fri, Nov. 16, BY JOHN DORSCHNER
jdorschner@MiamiHerald.com
Entrepreneur Frost announces new merger
Getting Ready, a publicly traded, over-the-counter company with no active operations will merge with Winston Laboratories.
Miami physician-entrepreneur Phillip Frost and some allies are merging Getting Ready ( GTRY), a publicly traded, over-the-counter company with no active operations, with Winston Laboratories, an Illinois firm that specializes in development drugs for pain management.
The merger is expected to close in the second quarter next year, the firm said in a press release. The combined company will be called Winston Pharmaceuticals and be based in Vernon Hills, Ill. Like other Frost-sponsored firms, it will trade on the American Stock Exchange.
As part of the deal, Frost and colleagues invested $5 million in Winston and will put in $4 million more when the deal is finished.
Joining Frost in the transaction are Glenn L. Halpryn, a veteran Miami investor who is president of Getting Ready; Steve Rubin, former general counsel of IVAX Corp.; and Subbarao Uppaluri, a former IVAX vice president.
Halpryn, Rubin and Uppaluri will serve on the combined company's board, along with four directors appointed by Winston. Joel Bernstein, Winston's president, will become chief executive of the combined company.
Frost had earlier purchased 51 percent of the Getting Ready shell, Halpryn reported.
The agreement calls for each common share of Winston to be converted into 17.51 shares of common stock of Getting Ready, and each share of preferred stock of Winston Laboratories will be converted into 0.01751 shares of preferred stock of Getting Ready, which can later be exchanged for 1,000 shares of Getting Ready common stock.
Frost and Halpryn have used another shell to take Protalix, an Israeli biotech company, onto the AMEX.
Frost used a third shell to develop Opko Health, a pharmaceutical development company specializing in eye treatments. Halpryn had connection with the Opko shell.
Halpryn recently purchased another shell, clickNsettle.com ( CLIK.OB).
Frost at present has not invested in that shell, Halpryn told The Miami Herald.
