An Affiliate of JLL Partners, Inc. Commences Cash Tender Offer to Acquire PharmaNet Development Group, Inc. at $5.00 per Share
12 Fevereiro 2009 - 11:30AM
PR Newswire (US)
NEW YORK, Feb. 12 /PRNewswire/ -- JLL Partners, a leading private
equity investment fund ("JLL") and PharmaNet Development Group,
Inc. ("PharmaNet") announced today that JLL PharmaNet Holdings, LLC
("Parent"), through its wholly-owned subsidiary, PDGI Acquisition
Corp. ("Purchaser"), each of which is an affiliate of JLL, has
commenced a tender offer for all outstanding shares of PharmaNet
(NASDAQ:PDGI) at a price of $5.00 per share net to the seller in
cash. JLL and PharmaNet had previously announced that they had
reached a definitive merger agreement for Purchaser to acquire
PharmaNet. Parent and Purchaser are affiliates of JLL Partners Fund
V, L.P. and JLL Partners Fund VI, L.P. (together, the "Sponsors"),
each of which is a private equity investment fund managed by JLL.
The Board of Directors of PharmaNet has unanimously, by the vote of
the directors present, determined that the transaction contemplated
by the merger agreement, including the offer and the merger are
advisable and in the best interests of PharmaNet and its
stockholders; approved and declared advisable the merger agreement
and the transactions contemplated thereby, including the offer; and
resolved to recommend that holders of shares of PharmaNet common
stock accept the offer and tender their shares in the offer. The
tender offer, if successful, will be followed by a second-step
merger in which any shares of PharmaNet not tendered into the offer
will be converted into the right to receive the same per share
consideration paid to PharmaNet stockholders in the tender offer.
There is no financing condition to the tender offer. The tender
offer is subject to certain conditions set forth in the Offer to
Purchase referenced below, including a minimum share tender
condition, the expiration or termination of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended and other conditions described therein. Unless the tender
offer is extended, the tender offer and any withdrawal rights to
which PharmaNet's stockholders may be entitled will expire at 12:00
midnight, EST, on Thursday, March 12, 2009. Following the
acceptance for payment of shares in the tender offer and completion
of the transactions contemplated in the merger agreement, PharmaNet
will become a wholly-owned subsidiary of Parent. The complete terms
and conditions of the tender offer are set forth in the Offer to
Purchase, the Letter of Transmittal and other related materials
which Parent, Purchaser and the Sponsors will file with the
Securities and Exchange Commission ("SEC") on February 12, 2009. In
addition, PharmaNet will file with the SEC a
Solicitation/Recommendation Statement on Schedule 14D-9 relating to
the tender offer. Copies of the Offer to Purchase, Letter of
Transmittal and other related materials, including the
Solicitation/Recommendation Statement, are available free of charge
from Innisfree M&A Incorporated, the information agent for the
tender offer at (888) 750-5834 (toll free) and Jefferies &
Company, Inc., the Dealer Manager for the tender offer at (888)
323-3302 (toll free). American Stock Transfer & Trust Company
is acting as depositary for the tender offer. About JLL Partners
Parent is an affiliate of the Sponsors, each of which is a private
equity investment fund managed by JLL. Each of Parent and Purchaser
were formed for the purpose of entering into a business combination
transaction with PharmaNet, and has not carried on any business
activities other than in connection with the tender offer and
merger. Founded in 1988, JLL is a leading private equity investment
firm with approximately $4 billion of capital under management that
has invested in a variety of industries, with special focus on
healthcare and medical services, financial services and building
products. JLL makes equity investments in middle market companies
with the objective of extricating good companies from complicated
situations or building strong companies in partnership with
exceptional managers. Further information related to JLL can be
found on its website, http://www.jllpartners.com/. 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/. Advisors Skadden, Arps, Slate, Meagher
& Flom, LLP acted as legal counsel and Jefferies & Company,
Inc. acted as financial advisor to JLL for this transaction.
Morgan, Lewis & Bockius, LLP acted as legal counsel and UBS
Investment Bank acted as financial advisor to PharmaNet. Latham
& Watkins acted as legal counsel to PharmaNet's Board of
Directors. 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 the current expectations of PharmaNet, and
those made at other times will be based on PharmaNet's 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 PharmaNet's outstanding notes, which PharmaNet may be
required to do beginning in August 2009, the impact of the current
economic environment, the impact of PharmaNet's indebtedness on its
financial condition or results of operations and the terms of its
outstanding indebtedness limiting its activities, the impact of the
investigation by the Securities and Exchange Commission, its
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,
PharmaNet's ability to generate new client contracts and maintain
its existing clients' contracts, its evaluation of its backlog and
the potential cancellation of contracts, the possibility PharmaNet
under-priced its contracts or overrun cost estimates and the effect
on PharmaNet's financial results by failure to receive approval for
change orders and by delays in documenting change orders, its
ability to implement its business strategy, international economic,
political and other risks that could negatively affect its 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 PharmaNet's clients'
decisions to not award future contracts to PharmaNet 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 PharmaNet revenues, the incurrence of significant
taxes to repatriate funds, the fluctuation of PharmaNet operating
results from period to period, PharmaNet assessment of PharmaNet
goodwill valuation, the impact of foreign currency fluctuations,
tax law changes in Canada or in other foreign jurisdictions,
investigations by governmental authorities regarding PharmaNet
inter-company transfer pricing policies or changes to their laws in
a manner that could increase PharmaNet effective tax rate or
otherwise harm PharmaNet business, PharmaNet lack of the resources
needed to compete effectively with larger competitors, PharmaNet
ability to continue to develop new assay methods for PharmaNet
analytical applications, or if PharmaNet current assay methods are
incorrect, PharmaNet ability to compete with other entities
offering bioanalytical laboratory services, PharmaNet potential
liability when conducting clinical trials, PharmaNet handling and
disposal of medical wastes, failure to comply with applicable
governmental regulations, the loss of services of PharmaNet key
personnel and its ability to attract qualified staff, the continued
effectiveness and availability of PharmaNet's information
technology infrastructure, losses related to its self-insurance of
its employees' healthcare costs in the United States, PharmaNet's
ability to attract suitable investigators and volunteers for its
clinical trials, the material weaknesses relating to PharmaNet\'s
internal controls, and risks and uncertainties associated with
discontinued operations. Further information can be found in
PharmaNet's risk factors contained in its Annual Report on Form
10-K for the year ended December 31, 2007 and most recent filings.
PharmaNet does not undertake to update the disclosures made herein,
and you are urged to read PharmaNet's filings with the Securities
and Exchange Commission. Important Information about the Tender
Offer This press release is neither an offer to purchase nor a
solicitation of an offer to sell securities. The tender offer is
being made pursuant to a Tender Offer Statement on Schedule TO
(including the Offer to Purchase, the related Letter of Transmittal
and other tender offer materials) to be filed by Parent, Purchaser
and the Sponsors with the SEC on February 12, 2009. In addition, on
February 12, 2009, PharmaNet will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC related to the tender offer. The Tender Offer Statement (and
related materials) and the Solicitation/Recommendation Statement
contain important information that should be read carefully before
any decision is made with respect to the tender offer. Those
materials may be obtained at no charge upon request to either
Innisfree M&A Incorporated., the information agent for the
tender offer at (888) 750-5834 (toll free) or to Jefferies &
Company, Inc., the Dealer Manager for the tender offer at (888)
323-3302 (toll free). In addition, all of those materials (and all
other offer documents filed with the SEC) are available at no
charge on the SEC's website at http://www.sec.gov/. Investor
Contact PharmaNet: JLL: Anne-Marie Hess Peter Strothman Phone:
(609) 951-6842 Phone: (212) 210-9347 E-mail: E-mail: DATASOURCE:
PharmaNet Development Group, Inc.; JLL Partners CONTACT: Anne-Marie
Hess of PharmaNet, +1-609-951-6842, ; or Peter Strothman of JLL,
+1-212-210-9347,
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