Acquisition
31 Março 2009 - 3:00AM
UK Regulatory
TIDMRPSE
RNS Number : 7609P
Research Pharmaceutical SRV, Inc
30 March 2009
March 30, 2009
ReSearch Pharmaceutical Services, Inc.
RPS Announces Agreement to Acquire Paramax and Expand RPS' Global Capabilities
into China
ReSearch Pharmaceutical Services, Inc. ("RPS" or the "Company"), a leading
provider of integrated clinical development outsourcing solutions to the
bio-pharmaceutical industry, is pleased to announce its entry into an agreement
to acquire a privately-held clinical research organization, Paramax
International Inc. ("Paramax"), for total consideration of $1.0 million in cash
and 530,973 shares of RPS common stock, par value $0.0001 per share ("Shares").
The cash element of the consideration is being satisfied from the Company's
existing cash resources. The acquisition is anticipated to close in late May
2009, upon satisfaction of certain closing conditions.
When completed, the acquisition of Paramax will provide the Company with
expanded capabilities in the Asian market and complement its current operations
in the Americas and Europe. RPS believes its continued global expansion will
give the Company greater scale to meet the growing needs of its customers in the
rapidly expanding market for global clinical development and integrated clinical
research services. Paramax has headquarters in Beijing, China with an
operations office in Shanghai, and will serve as the Company's Asian base of
operations as it continues its planned expansion across Asia.
The Shares will be held in escrow and released in three equal portions on the
three month, 12 month and 18 month anniversaries of completion of the
acquisition, subject among other things to there being no claims for
indemnification then outstanding. Any Shares not released from escrow to
Paramax's shareholder will be returned to RPS for cancellation or to be held in
treasury. Following closing of the acquisition, application will be made for the
admission to trading on AIM of the Shares. A subsequent announcement will be
released at completion.
Commenting on the pending acquisition, Dan Perlman, Chief Executive Officer,
said:
"The acquisition of Paramax will be a key event in the expansion of our existing
operations for providing globally integrated clinical research services. The
capabilities that the management and staff of Paramax will bring to RPS are
essential to meeting our objective of providing innovative, integrated,
cost-effective drug development solutions in support of our customer's product
development portfolios."
About RPS
RPS was incorporated in Delaware on January 30, 2006, while its subsidiary and
operating company, ReSearch Pharmaceutical Services, LLC, and its predecessors
have been in existence since 1994. Headquartered in Ft. Washington,
Pennsylvania, with subsidiary offices across Latin America and Europe, RPS is a
next generation CRO and a leading provider of integrated clinical development
outsourcing solutions to the bio-pharmaceutical industry. RPS provides services
in connection with the design, initiation and management of clinical trials
programs that are required to obtain regulatory approval to market
bio-pharmaceutical products. RPS' innovative business model combines the
expertise of a traditional CRO with the ability to provide flexible outsourcing
solutions that are fully integrated within RPS' clients' clinical drug
development infrastructure. This approach was designed to meet the varied needs
of small, medium and large bio-pharmaceutical companies.
For further information please contact:
+------------------------------------------+------------------------------------------+
| ReSearch Pharmaceutical Services, Inc. | +1 215 540 0700 |
| Dan Perlman, Chief Executive Officer | |
| Steven Bell, Chief Financial Officer | |
+------------------------------------------+------------------------------------------+
| | |
+------------------------------------------+------------------------------------------+
| Nominated Adviser and UK Broker: | +44 20 7012 2000 |
| Arbuthnot Securities Limited | |
| James Steel / Ed Burbidge | |
+------------------------------------------+------------------------------------------+
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This document contains "forward-looking statements" within the meaning of the
U.S. Private Securities Litigation Reform Act of 1995. Forward-looking
statements can be identified by words such as "anticipates", "intends", "plans",
"seeks", "believes", "estimates", "expects" and similar references to future
periods, or by the inclusion of forecasts or projections. Forward-looking
statements are based on the Company's current expectations and assumptions
regarding its business, financial condition, the economy and other future
conditions. Because forward-looking statements relate to the future, by their
nature, they are subject to inherent uncertainties, risks and changes in
circumstances that are difficult to predict. The Company's actual results may
differ materially from those contemplated by the forward-looking statements. The
Company cautions you therefore that you should not rely on any of these
forward-looking statements as statements of historical fact or as guarantees or
assurances of future performance. Important factors that could cause actual
results to differ materially from those in the forward-looking statements
include our ability to successfully consummate acquisitions, our ability to
successfully integrate acquired companies; regional, national or global
political, economic, business, competitive, market and regulatory conditions
including: our ability to identify liabilities associated with RPS; our ability
to manage pricing and operational risks; our ability to manage foreign
operations; changes in technology; and our ability to acquire or renew
contracts. Any forward-looking statement made in this document speaks only as of
the date on which it is made. Factors or events that could cause the Company's
actual results to differ may emerge from time to time, and it is not possible
for the Company to predict all of them. The Company undertakes no obligation to
publicly update any forward-looking statement, whether as a result of new
information, future developments or otherwise, unless otherwise required to do
so by law or regulation.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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