MIAMI and CARMIEL, Israel, Jan. 3 /PRNewswire-FirstCall/ -- Orthodontix, Inc. 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.”
About Protalix Ltd.
Protalix’s proprietary technology is based on its plant cell culture and bioreactor system which provides an effective and scaleable cell system for industrial production of recombinant biopharmaceuticals. Protalix has recently announced that it has completed Phase I clinical studies for its enzyme therapy for Gaucher Disease, under an FDA Investigational New Drug study. Pending FDA approval, Protalix intends to pursue advanced clinical studies for its enzyme therapy for Gaucher Disease and to advance additional recombinant biopharmaceutical drug development programs.
Safe Harbor Statement
To the extent that statements in this press release are not strictly historical, all such statements are forward-looking, and are made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from the statements that could cause actual results to differ materially from the statements made. Orthodontix does not undertake any obligation to update the forward-looking statements.
Orthodontix, Inc.
CONTACT: David Aviezer of Protalix Ltd., 011-972-4-988-9488
