JLL Partners has completed its tender offer for all outstanding common shares of PharmaNet Development Group Inc. (Nasdaq: PDGI), a provider of clinical development services. The deal was valued at approximately $98 million.
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(in addition to 4,636,682 shares tendered under guaranteed delivery procedures), had been validly tendered and not withdrawn as of the expiration date.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under the Securities Exchange Act of 1934, as amended, shares tendered during the subsequent offering period may not be withdrawn.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 Partners
Parent 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.
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.