New York, March 20 /CNW/ -- JLL Partners, a leading private equity
investment fund ("JLL"), and PharmaNet Development Group, Inc., a leading
provider of clinical development services (Nasdaq: PDGI) ("PharmaNet"), today
announced the successful completion of the tender offer by JLL PharmaNet
Holdings, LLC ("Parent"), through its wholly-owned subsidiary, PDGI
Acquisition Corp. ("Purchaser"), for all of the outstanding shares of common
stock of PharmaNet. Parent and Purchaser are affiliates of JLL and JLL
Partners Fund VI, L.P., an investment fund managed by JLL (the "Sponsor").American Stock Transfer & Trust Company, the depositary for the tender
offer, has advised JLL that, as of midnight, New York City time, on March 19,
2009, the expiration date of the tender offer, a total of approximately
17,876,946 shares representing approximately 90.3 % of the outstanding shares
of common stock of PharmaNet (in addition to 4,636,682 shares tendered under
guaranteed delivery procedures), had been validly tendered and not withdrawn
as of the expiration date. All validly tendered shares have been accepted for
payment and JLL will pay for all such shares promptly.JLL and PharmaNet also announced today that Purchaser would make
available a subsequent offering period commencing immediately and expiring at
midnight, New York City time, on March 27, 2009 for all PharmaNet shares not
tendered into the offer prior to the March 19th expiration date. Stockholders
who have already tendered their shares do not have to re-tender their shares
or take any other action as a result of the subsequent offering period.During the subsequent offering period, Purchaser will accept for payment
and promptly pay for PharmaNet shares as they are tendered. Stockholders who
tender shares during this period will receive the same $5.00 per share net to
the seller in cash payable to PharmaNet stockholders in the tender offer.
Procedures for tendering shares during the subsequent offering period are the
same as during the initial offering period with two exceptions: (1) shares
cannot be delivered by the guaranteed delivery procedure and (2) pursuant to
Rule 14d-7(a)(2) under the Securities Exchange Act of 1934, as amended, shares
tendered during the subsequent offering period may not be withdrawn.Parent and Purchaser reserve the right to extend the subsequent offering
period in accordance with applicable law. After expiration of the subsequent
offering period, Purchaser will acquire all of the remaining outstanding
shares of PharmaNet common stock by means of a merger under Delaware law. JLL
and PharmaNet expect to complete the merger on March 30, 2009. As a result of
the purchase of shares in the tender offer, Purchaser has sufficient voting
power to approve the merger without the affirmative vote of any other
PharmaNet stockholder. Following the merger, PharmaNet will become a
wholly-owned subsidiary of Parent, and each share of PharmaNet's outstanding
common stock will be cancelled and converted into the right to receive the
same consideration, without interest, received by holders who tendered in the
tender offer or the subsequent offering period. Thereafter, PharmaNet common
stock will cease to be traded on the NASDAQ Global Select Market.About JLL PartnersParent is an affiliate of the Sponsor, 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 $4.0 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, www.jllpartners.com.About PharmaNet Development Group, Inc.PharmaNet, 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
PharmaNet's website at www.pharmanet.com.AdvisorsSkadden, 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 StatementsCertain 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 the ability of PharmaNet and JLL to complete the merger contemplated
by the merger agreement, including the parties' ability to satisfy the
conditions set forth in the merger agreement, and the possibility of any
termination of the merger 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, 2008 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 OfferThis 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) filed by
Parent, Purchaser and the Sponsors with the SEC on February 12, 2009. In
addition, on February 12, 2009, PharmaNet filed 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 www.sec.gov.
For further information: Investors: Anne-Marie Hess of PharmaNet,
+1-609-951-6842, ahess@pharmanet.com, or Peter Strothman, of JLL,
+1-212-210-9347, p.strothman@jllpartners.com Web Site:
http://www.jllpartners.com/
