Labcorp agrees to buy OPKO's BioReference testing businesses and 4Kscore test for up to $872 million

Labcorp said on Thursday that it had agreed to buy the clinical, women's health, urology and corrections testing businesses of OPKO Health's BioReference Health unit, along with its 4Kscore prostate cancer test, for $722 million in cash and up to $150 million more depending on how that test sells.

The terms

Labcorp will pay $722 million in cash when the deal closes, adjusted up or down depending on how much revenue the businesses are bringing in at that point, OPKO Health said in a securities filing. Labcorp could pay up to $150 million more over as long as 10 years, tied to sales of 4Kscore, BioReference's blood test for gauging the risk of aggressive prostate cancer before a biopsy.

In exchange, Labcorp gets BioReference's clinical and women's health testing, its urology business, its testing for correctional facilities, more than 80 patient service centers and the 4Kscore test itself. Labcorp said it expects the businesses to bring in about $250 million of revenue in the first year after closing.

The deal needs clearance under U.S. antitrust law and has no financing condition. Either side can walk away if it has not closed by April 14, 2027, unless they agree to extend. If it falls apart because regulators do not clear it, Labcorp owes OPKO a $28.88 million break fee.

Why OPKO's stock jumped

For OPKO, the cash is large next to the company itself. At Wednesday's close of $1.37, OPKO's roughly 746.3 million shares, the count it reported in July, were worth about $1.02 billion. The $722 million upfront payment comes to about 70% of that, by TickerGrove's calculation.

The shares rose about 20% before the market opened on Thursday, Reuters and Investing.com reported, and closed at $1.61, up 17.5%, on volume of about 55.5 million shares. That compares with roughly 1 million to 2.5 million shares in each of the previous seven sessions. They gave back some of the gain on Friday, closing at $1.53. Labcorp's shares rose 2.4% on Thursday and fell 2.2% on Friday.

OPKO's chairman and chief executive, Phillip Frost, said the sale lets the company streamline and focus on its drug business, which includes the kidney disease treatment Rayaldee. OPKO already had $314.4 million in cash, cash equivalents, marketable securities and restricted cash at the end of June.

Not the first piece Labcorp has taken

OPKO has sold BioReference assets to Labcorp before, in 2024 and again in 2025. The 2025 deal, which closed in September 2025, covered the oncology testing business for $192.5 million in cash plus up to $32.5 million in earnout payments. OPKO said it collected $18.4 million of that earnout in the second quarter of this year and expects nothing more.

What OPKO described in its latest quarterly report as BioReference's focus after those sales is the core clinical and women's health testing in New York and New Jersey and the national urology franchise built around 4Kscore. Those are the lines Labcorp is now buying.

In the second quarter, BioReference's services revenue was $74.5 million: $68.2 million from core diagnostics and $6.3 million from 4Kscore. For the first half of 2026, the total was $146.7 million. The 4Kscore test brought in $27.1 million in 2025, Reuters reported.

What the earnout would take

The full $150 million earnout is a long shot on the test's current numbers. Under the purchase agreement, Labcorp pays OPKO 15% of 4Kscore's net collections above a threshold each year, and the threshold is redacted in the public filing. Even if that threshold were zero, reaching the cap would require about $1 billion of net 4Kscore collections over the 10-year term, by TickerGrove's calculation. That works out to about $100 million a year, more than three times the $27.1 million of revenue the test brought in last year.

The agreement also requires Labcorp, during the earnout period, to keep 4Kscore in its test directory and make it available to its sales representatives as a "focus test," subject to review by its chief scientific officer. If Labcorp stops offering the test, OPKO can ask to take back the related assets.

How analysts read it

Analysts at Evercore ISI said the deal fits Labcorp's push into faster-growing specialty testing, MedTech Dive reported. They said Labcorp could improve the economics of BioReference's regional business and use its national sales reach to widen the use of 4Kscore. "In our view, women's health strengthens the specialty offering, while 4Kscore adds a differentiated asset with an opportunity for broader distribution rather than simply more routine testing volume," they wrote. William Blair analysts called the test a "particularly compelling asset," according to MedTech Dive.