PRA International Enters Into Merger Agreement With Genstar Capital
25 Julho 2007 - 6:50AM
PR Newswire (US)
PRA Stockholders to Receive $30.50 Per Share in Cash; Transaction
Valued at $790 Million RESTON, Va., July 25 /PRNewswire-FirstCall/
-- PRA International (NASDAQ:PRAI), a leading global clinical
research organization, today announced that it has entered into a
definitive merger agreement to be acquired by affiliates of Genstar
Capital, LLC ("Genstar"), a private equity firm and a beneficial
owner of 12.8% of the outstanding PRA shares. The transaction is
valued at approximately $790 million. Under the terms of the
agreement, PRA stockholders will be entitled to receive $30.50 in
cash for each share of PRA common stock, representing a premium of
approximately 13% to PRA's closing share price on July 24, 2007,
and a premium of approximately 24% to PRA's average closing share
price for the three months ended July 24, 2007. The members of the
Board of Directors of PRA, with the exception of management and
those affiliated with Genstar, following the unanimous
recommendation of a Special Committee composed entirely of
independent directors, has approved the agreement and recommends
that PRA stockholders approve the merger. Armin M. Kessler,
Chairman of the Special Committee, added: "After extensive
negotiations and careful and thorough analysis, together with our
independent advisors, the Special Committee and our Board endorsed
this transaction as being in the best interest of the Company and
our stockholders. We are pleased that this transaction
appropriately recognizes the value of PRA as one of the world's
leading global CROs while providing our stockholders with an
immediate cash premium for their investment in PRA. In Genstar, we
are pleased to have an experienced group of investors committed to
maintaining our company's client-focused culture, building upon our
core therapeutic expertise, and expanding our product offering
across all business segments." "We believe PRA has a strong
business model and intend to invest in the strategic initiatives
necessary to allow the company to capitalize on the favorable
dynamics of the CRO industry. By making the right investments and
empowering employees to succeed, we fully expect to accelerate
PRA's current growth trajectory," said Jean-Pierre Conte, Chairman
and Managing Director of Genstar Capital. Under the agreement, PRA
may solicit proposals for alternative transactions from third
parties for a 50-day period ending on September 12, 2007. To the
extent that a superior proposal solicited during this period leads
to the execution of a definitive agreement, PRA would be obligated
to pay approximately a $7.9 million break-up fee to Genstar. In
accordance with the agreement, the Board of Directors, through its
Special Committee and with the assistance of its independent
advisors, intends to actively solicit superior proposals during
this period. There can be no assurances that this solicitation will
result in an alternative transaction. PRA does not intend to
disclose publicly developments with respect to this solicitation
process unless and until its Board of Directors has made a decision
regarding any alternative proposals. Pending the receipt of
stockholder approval and expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as well as
satisfaction of other customary closing conditions, the transaction
is expected to be completed in the fourth quarter of 2007. There is
no financing condition to the obligations of Genstar to consummate
the transaction. Credit Suisse Securities (USA) LLC is acting as
financial advisor to the Special Committee. Dewey Ballantine LLP is
acting as legal advisor to the Special Committee. UBS Investment
Bank is acting as financial advisor, and Latham & Watkins LLP
is acting as legal advisor, to Genstar. PRA will hold a conference
call today, Wednesday, July 25, 2007 at 9:00 a.m. EDT to discuss
this announcement, as well as second-quarter results. The call will
be available via live webcast at http://www.prainternational.com/.
Please go to the website at least 15 minutes early to register,
download and install any necessary audio software. The call may
also be accessed by dialing 800-322- 2803 or 617-614-4925. A replay
of the call will remain available at the site for 30 days.
Additional Information and Where to Find It In connection with the
proposed merger, a proxy statement and other materials will be
filed with the SEC. PRA INVESTORS ARE URGED TO READ THESE DOCUMENTS
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED MERGER. Investors will be able to
obtain, without charge, a copy of the proxy statement (when
available) and other relevant documents filed with the SEC from the
SEC's website at http://www.sec.gov/. Investors will also be able
to obtain, without charge, a copy of the proxy statement and other
relevant documents (when available) by directing a request by mail
or telephone to PRA International, 12120 Sunset Hills Road, Suite
600, Reston, VA 20190, telephone: (703) 464-6300, or from the
Company's website at http://www.prainternational.com/. Participants
in the Solicitation The Company, its directors, executive officers
and certain other members of management and employees may be deemed
to be participants in the solicitation of proxies from the
Company's stockholders with respect to the proposed merger.
Additional information regarding the interests of potential
participants in the proxy solicitation will be set forth in the
proxy statement and other relevant documents regarding the merger
when they are filed with the SEC. About PRA International PRA
International is one of the world's leading global clinical
development organizations, with over 2,700 employees working from
offices in North America, Europe, South America, Africa, Australia,
and Asia. PRA delivers services to its clients through a unique
approach called Project Assurance(R), which represents the
Company's commitment to reliable service delivery, program-level
therapeutic expertise, easy global access to knowledge and involved
senior management. To learn more about PRA International, please
visit http://www.prainternational.com/ or call our World
Headquarters at +1 (703) 464-6300. About Genstar Capital LLC Based
in San Francisco, Genstar Capital (http://www.gencap.com/) is a
private equity investment firm that makes leveraged investments in
quality middle- market companies. Genstar Capital works in
partnership with management to transform its portfolio companies
into industry-leading businesses. With more than $3 billion of
committed capital under management and significant experience
investing in businesses, Genstar focuses on selected segments of
life science and healthcare services, industrial technology,
business services and software services. Cautionary Note Regarding
Forward-Looking Statements This news release contains
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Those forward- looking
statements include all statements other than those made solely with
respect to historical fact. Numerous risks, uncertainties and other
factors may cause actual results to differ materially from those
expressed in any forward-looking statements. These factors include,
but are not limited to, (1) the occurrence of any event, change or
other circumstance that could give rise to the termination of the
merger agreement; (2) the outcome of any legal proceedings that may
be instituted against PRA and others following the announcement of
the merger agreement; (3) the inability to complete the merger due
to the failure to obtain stockholder approval or the failure to
satisfy other conditions to the merger; (4) the failure to obtain
the necessary financing arrangements set forth in the commitment
letter received in connection with the merger; (5) risks that the
proposed transaction disrupts current plans and operations and the
potential difficulties in employee retention as a result of the
merger; and (6) other factors described in PRA's filings with the
Securities and Exchange Commission, including its reports on Forms
10-K, 10-Q and 8-K. Many of the factors that will determine the
outcome of the subject matter of this communication are beyond
PRA's ability to control or predict. PRA undertakes no obligation
to revise or update any forward-looking statements, or to make any
other forward-looking statements, whether as a result of new
information, future results or otherwise. DATASOURCE: PRA
International CONTACT: Investors-Analysts: Linda Baddour, Executive
Vice President & CFO of PRA International, +1-703-464-6300; or
Kathy Waller of Financial Relations Board, +1-312-640-6696; or
Media: John Lewis, Director of Marketing of PRA International,
+1-703-464-6338 Web site: http://www.prainternational.com/
http://www.gencap.com/
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