PharmaNet, Inc. Announces Tender Offer and Consent Solicitation
Published: May 27, 2011
PRINCETON, N.J., May 27, 2011 /PRNewswire/ -- PharmaNet Development Group, Inc. (the "Company" or "PharmaNet") announced today that it has commenced a cash tender offer and consent solicitation (the "Offer") for any and all of its outstanding 10 7/8% Senior Secured Notes due 2017 (the "Notes"). The Offer is described in the Offer to Purchase and Consent Solicitation Statement dated May 26, 2011 (the "Offer to Purchase"). The Offer will expire at midnight, New York City time, on June 23, 2011, unless extended or earlier terminated (the "Expiration Time").
Holders who validly tender and do not validly withdraw their Notes and provide their consents to the proposed amendments to the indenture governing the Notes on or prior to the consent payment deadline of 5:00 p.m., New York City time, on June 9, 2011, unless extended or earlier terminated (the "Consent Payment Deadline"), shall receive the total consideration equal to $1,247.75 per $1,000 principal amount of Notes tendered (the "Total Consideration"), plus any accrued and unpaid interest on the Notes from the most recent interest payment date for the Notes up to, but not including, the payment date for such Notes. The Total Consideration is a premium to the estimated weighted average of the "equity claw" and "make whole" redemption prices pursuant to the indenture governing the Notes. Included in the $1,247.75 of the Total Consideration is a consent payment of $50.00 per $1,000 principal amount of Notes (the "Consent Payment"). If the Company is unsuccessful in consummating the Offer, PharmaNet intends to issue equity securities and to use the proceeds to redeem up to 35% of the Notes using the "equity claw" and to redeem the remaining outstanding Notes at the "make whole" premium.
Holders who validly tender their Notes after the Consent Payment Deadline, but on or prior to the Expiration Time, shall receive the tender offer consideration equal to $1,197.75 per $1,000 principal amount of Notes tendered, which is an amount equal to the Total Consideration, less the Consent Payment, plus any accrued and unpaid interest on the Notes from the most recent interest payment date for the Notes up to, but not including, the payment date for such Notes. Holders of Notes tendered after the Consent Payment Deadline will not receive the Consent Payment.
Following receipt of the consent of the holders of at least 66 2/3% in aggregate principal amount of the outstanding Notes, the Company will execute a supplemental indenture effecting the proposed amendments. Notes tendered and consents delivered may not be withdrawn after 5:00 p.m., New York City time, on June 9, 2011, unless such deadline is extended or earlier terminated.
The Offer is being made in connection with the sale by JLL PharmaNet Holdings, LLC, a Delaware limited liability company, of all of the issued and outstanding shares of capital stock of PDGI Holdco, Inc., a Delaware corporation, a holding company that owns all of the issued and outstanding shares of capital stock of the Company, to inVentiv Health (the "Transaction"). The Offer is subject to a number of conditions that are set forth in the Offer to Purchase, including, without limitation, (i) the consummation of the Transaction, (ii) the receipt of the required consents to amend and supplement the indenture governing the Notes and (iii) the execution and delivery of a supplemental indenture effecting such amendments by the applicable parties, all as more fully described in the Offer to Purchase.
The Company has engaged Jefferies & Company, Inc. and UBS Securities LLC as Dealer Managers and Solicitation Agents for the Offer. Persons with questions regarding the Offer should contact Jefferies at (888) 708-5831 (toll free) or (203) 708-5831 (collect) or UBS Investment Bank at or (888) 719-4210 (toll free) or (203) 719-4210 (collect). Requests for copies of the Offer to Purchase or other tender offer materials may be directed to D.F. King & Co., Inc., the Information Agent, at (800) 967-4607 (toll free).
This press release is for information purposes only and does not constitute an offer to purchase the Notes, a solicitation of an offer to purchase the Notes or a solicitation of a consent to amend the related indenture. The Offer is made solely pursuant to the Offer to Purchase. The Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
None of the Company, the Dealer Managers and Solicitation Agents, the Information Agent or any other person makes any recommendation as to whether holders of Notes should tender their Notes, and no one has been authorized to make such a recommendation.
COMPANY INFORMATION AND FORWARD LOOKING STATEMENTS
PharmaNet is a leading provider of integrated product development services and provides clinical development services, including consulting, Phase I and bioequivalency clinical studies, and Phase II, III and IV clinical development programs, to pharmaceutical, biotechnology, generic drug and medical device companies around the world.
This press release contains forward-looking statements which include, but are not limited to, any statement that may predict, forecast, indicate or imply future results, performance, achievements or events. Forward-looking statements are based upon management's current plans and beliefs or current estimates of future results or trends. These forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties that may cause actual results to differ materially from trends, plans or expectations set forth in the forward-looking statements.
Given these risks and uncertainties, we urge you to read the tender offer materials completely and with the understanding that actual future results may be materially different from what we plan or expect. All of the forward-looking statements made in this press release, including statements related to the Offer, including the Expiration Time, Consent Payment Deadline and possible completion of the Offer, are qualified by these cautionary statements and investors are cautioned not to place undue reliance on these forward-looking statements. In addition, these forward-looking statements present our estimates and assumptions only as of the date hereof, and the Company disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this press release, except, with respect to the Offer, as specifically set forth in this press release or as otherwise required by law.
Contact: Lilian G. Burke
SOURCE PharmaNet Development Group, Inc.