Greenberg Traurig said it advised OPKO Health on the sale of selected BioReference assets to Labcorp, a deal with $722 million due at closing and up to $150 million more tied to 4Kscore sales.
OPKO and its wholly owned subsidiary BioReference Health signed the asset purchase agreement Oct. 14, according to OPKO’s filing with the Securities and Exchange Commission. Labcorp announced the planned acquisition the next day, and Greenberg Traurig disclosed its role Oct. 21.
The sale covers selected clinical and anatomic pathology testing operations, including services in clinical and women’s health, urology and corrections. It also includes related operating assets and more than 80 patient service centers. Labcorp describes the FDA-approved 4Kscore blood test as a way to assess the risk of aggressive prostate cancer before considering a biopsy.
The $722 million closing payment may be adjusted upward or downward based on the business’s revenue at closing. The agreement also allows for as much as $150 million in additional cash over up to 10 years, tied to revenue Labcorp earns from 4Kscore sales. The full earnout is not guaranteed, so $872 million is a potential total, not a fixed purchase price.
Labcorp forecast about $250 million in revenue from the acquired business during the first year after closing. That is a company projection. The transaction remains subject to regulatory approvals and customary closing conditions, including the end or termination of the applicable antitrust waiting period. The agreement has no financing condition.
Either party may terminate the agreement if the transaction has not closed by April 14, 2027, unless both agree to extend the deadline. A $28.88 million termination fee may apply in specified circumstances involving failure to obtain required government approvals.
Greenberg Traurig identified Drew M. Altman, co-chair of its Miami Corporate Practice, and shareholder Guillaume Le Masson as the deal leads. Shareholder Robert L. Grossman also advised. OPKO Chairman and CEO Phillip Frost said the transaction would help the company streamline operations and focus resources on its biopharmaceutical business.
The proposed sale follows two earlier BioReference asset sales to Labcorp. OPKO reported $237.5 million in cash from a 2024 sale. For the 2025 sale, OPKO reported $192.5 million in consideration at closing: $173.3 million in cash and $19.2 million placed in escrow. OPKO could also receive up to $32.5 million more, tied to revenue from certain customer accounts. EconoTimes previously covered Labcorp’s agreement to acquire selected BioReference assets.
