PharmaNet Development Group Agrees to be Acquired by JLL Partners
03 Fevereiro 2009 - 11:30AM
PR Newswire (US)
JLL to Commence Tender Offer for All Shares of Common Stock
PRINCETON, N.J., Feb. 3 /PRNewswire-FirstCall/ -- PharmaNet
Development Group, Inc. (the "Company" or "PharmaNet")
(NASDAQ:PDGI), a leading provider of clinical development services,
today announced that it has signed a definitive merger agreement
("Merger Agreement") with affiliates of JLL Partners, Inc. ("JLL").
Under the terms of the Merger Agreement, JLL will commence a tender
offer to purchase all of the outstanding shares of PharmaNet at a
price of $5.00 per share in cash, representing a significant
premium to PharmaNet's average closing price for the past thirty
days. The transaction values the Company's common stock at
approximately $100 million. The transaction will be financed by a
$250 million equity commitment from JLL which includes the
necessary funds to retire the $144 million principal amount of the
Company's outstanding convertible notes. The transaction is subject
to the valid tender of a majority of PharmaNet common stock,
regulatory approvals and other customary conditions, but it is not
subject to any financing conditions. The parties expect the tender
offer to close by the end of the first quarter of 2009. PharmaNet's
Board of Directors has approved the definitive Merger Agreement and
the transactions contemplated thereby and have resolved to
recommend that PharmaNet stockholders tender their shares in
connection with the tender offer contemplated by the definitive
Merger Agreement. "The Board of Directors and I are very pleased to
have a partner in JLL that recognizes the substantial value we have
built in the PharmaNet Development Group franchise," said Jeffrey
P. McMullen, President and Chief Executive Officer, PharmaNet
Development Group, Inc. "We believe this transaction provides
meaningful value to our stockholders while providing the solution
to address the outstanding convertible notes." "PharmaNet
Development Group is well-positioned as a leading provider of
outsourced clinical development services with a global
infrastructure and an excellent reputation," said Ramsey Frank,
Managing Director of JLL. "We look forward to working with the
management team to enhance the Company's growth prospects and
expand its portfolio of services." The Merger Agreement provides
for JLL to acquire PharmaNet in a two-step transaction. The first
step will consist of a cash tender offer for all outstanding shares
of PharmaNet common stock at a price of $5.00 per share in cash. In
the second step, the tender offer will be followed by a merger in
which any untendered outstanding shares of PharmaNet common stock
will be converted into the right to receive the same cash price per
share paid in the tender offer. UBS Investment Bank is acting as
exclusive financial advisor to PharmaNet, and Morgan, Lewis &
Bockius, LLP is acting as PharmaNet's legal counsel in the
transaction. Latham & Watkins LLP is acting as legal counsel in
the transaction to the PharmaNet Board of Directors. Skadden, Arps,
Slate, Meagher & Flom LLP is acting as JLL's legal counsel in
the transaction. About PharmaNet Development Group, Inc. PharmaNet
Development Group, Inc., a global drug development services
company, provides a comprehensive range of services to the
pharmaceutical, biotechnology, generic drug and medical device
industries. The Company offers early and late stage consulting,
Phase I clinical studies and bioanalytical analyses, and Phase II,
III and IV clinical development programs. With approximately 2,500
employees and 41 facilities throughout the world, PharmaNet is a
recognized leader in outsourced clinical development. For more
information, please visit our website at http://www.pharmanet.com/.
About JLL Partners JLL Partners is a New York-based leading private
equity investment firm with $4.0 billion of capital under
management. JLL's investment philosophy is to partner with
outstanding management teams and invest with them in companies that
can continue to grow. JLL has invested in a variety of industries
with a special focus on healthcare services and financial services.
More information can be found on their website,
http://www.jllpartners.com/. Important Information about the Tender
Offer This announcement and the description contained herein are
for informational purposes only and are not an offer to purchase or
a solicitation of an offer to sell securities of PharmaNet
Development Group. The tender offer described herein has not yet
been commenced. At the time the tender offer is commenced, JLL
intends to file a tender offer statement on a Schedule TO
containing an offer to purchase, a letter of transmittal and other
related documents with the Securities and Exchange Commission. At
the time the tender offer is commenced, PharmaNet Development
Group, Inc. intends to file with the Securities and Exchange
Commission a solicitation/recommendation statement on Schedule
14D-9 and, if required, will, file a proxy statement or information
statement with the Securities and Exchange Commission in connection
with the merger, the second step of the transaction, at a later
date. Such documents will be mailed to stockholders of record and
will also be made available for distribution to beneficial owners
of common stock of PharmaNet Development Group, Inc. The
solicitation of offers to buy common stock of PharmaNet Development
Group will only be made pursuant to the offer to purchase, the
letter of transmittal and related documents. Stockholders are
advised to read the offer to purchase and the letter of
transmittal, the solicitation/recommendation statement, the proxy
statement, the information statement and all related documents, if
and when such documents are filed and become available, as they
will contain important information about the tender offer and
proposed merger. Stockholders can obtain these documents when they
are filed and become available free of charge from the Securities
and Exchange Commission's website at http://www.sec.gov/, or from
the information agent JLL selects. In addition, copies of the
solicitation/recommendation statement, the proxy statement and
other filings containing information about PharmaNet Development
Group, Inc., the tender offer and the merger may be obtained, if
and when available, without charge, by directing a request to
PharmaNet Development Group, Inc. Attention: Anne-Marie Hess, Vice
President, Investor Relations, at 504 Carnegie Center, Princeton,
New Jersey 08540, or on PharmaNet Development Group's corporate
website at http://www.pharmanet.com/. Forward-Looking Statements
Certain statements made in this press release are forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995 (the "Act") and are subject to a variety of
risks and uncertainties. Additionally, words such as "seek,"
"intend," "believe," "plan," "estimate," "expect," "anticipate" and
other similar expressions are forward-looking statements within the
meaning of the Act. Such forward-looking statements include
PharmaNet Development Group, Inc.'s decision to enter into an
agreement to be acquired by JLL, the ability of PharmaNet
Development Group, Inc. and JLL to complete the transaction
contemplated by the definitive agreement, including the parties'
ability to satisfy the conditions set forth in the merger
agreement, and the possibility of any termination of the definitive
agreement. The forward-looking statements contained in this press
release are based on our current expectations, and those made at
other times will be based on our expectations when the statements
are made. Some or all of the results anticipated by these
forward-looking statements may not occur. Factors that could cause
or contribute to such differences include, but are not limited to,
the expected timetable for completing the proposed transaction, the
risk and uncertainty in connection with a strategic alternative
process, not having sufficient funds to pay the principal due upon
conversion of the outstanding notes or to repurchase our
outstanding notes, which we may be required to do beginning in
August 2009, the impact of the current economic environment, the
impact of our indebtedness on our financial condition or results of
operations and the terms of our outstanding indebtedness limiting
our activities, the impact of the investigation by the Securities
and Exchange Commission, our limited insurance coverage in
connection with the settled securities class action lawsuit,
limited additional coverage for the recently settled derivative
actions and associated future legal fees, the potential liability
related to the recently filed securities class action lawsuit, the
impact of ongoing tax audits, our ability to generate new client
contracts and maintain our existing clients' contracts, our
evaluation of our backlog and the potential cancellation of
contracts, the possibility we under-price our contracts or overrun
cost estimates and the effect on our financial results by failure
to receive approval for change orders and by delays in documenting
change orders, our ability to implement our business strategy,
international economic, political and other risks that could
negatively affect our results of operations or financial position,
changes in outsourcing trends and regulatory requirements affecting
the branded pharmaceutical, biotechnology, generic drug and medical
device industries, the reduction of expenditures by branded
pharmaceutical, biotechnology, generic drug or medical device
companies, actions or inspections by regulatory authorities and the
impact on our clients' decisions to not award future contracts to
us or to cancel existing contracts, the impact of healthcare
reform, the fact that one or a limited number of clients may
account for a large percentage of our revenues, the incurrence of
significant taxes to repatriate funds, the fluctuation of our
operating results from period to period, our assessment of our
goodwill valuation, the impact of foreign currency fluctuations,
tax law changes in Canada or in other foreign jurisdictions,
investigations by governmental authorities regarding our
inter-company transfer pricing policies or changes to their laws in
a manner that could increase our effective tax rate or otherwise
harm our business, our lack of the resources needed to compete
effectively with larger competitors, our ability to continue to
develop new assay methods for our analytical applications, or if
our current assay methods are incorrect, our ability to compete
with other entities offering bioanalytical laboratory services, our
potential liability when conducting clinical trials, our handling
and disposal of medical wastes, failure to comply with applicable
governmental regulations, the loss of services of our key personnel
and our ability to attract qualified staff, the continued
effectiveness and availability of our information technology
infrastructure, losses related to our self-insurance of our
employees' healthcare costs in the United States, our ability to
attract suitable investigators and volunteers for our clinical
trials, the material weaknesses relating to our internal controls,
and risks and uncertainties associated with discontinued
operations. Further information can be found in the Company's risk
factors contained in its Annual Report on Form 10-K for the year
ended December 31, 2007 and most recent filings. The Company does
not undertake to update the disclosures made herein, and you are
urged to read our filings with the Securities and Exchange
Commission. Contacts PharmaNet: Anne-Marie Hess JLL Partners: Peter
Strothman Phone: (609) 951-6842 Phone: (212) 210-9347 E-mail:
E-mail: DATASOURCE: PharmaNet Development Group, Inc. CONTACT:
Anne-Marie Hess of PharmaNet, +1-609-951-6842, ; or Peter Strothman
of JLL Partners, +1-212-210-9347, Web Site:
http://www.pharmanet.com/
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