Combined Capabilities to Create One of the Industry's Largest eClinical Technology Offerings BOSTON, June 13
BOSTON, June 13 /PRNewswire-FirstCall/ -- PAREXEL International
Corporation (Nasdaq: PRXL), a leading global biopharmaceutical services
organization, today announced that the Boards of PAREXEL International and
ClinPhone plc, a company traded on the London Stock Exchange, ("ClinPhone")
have reached agreement on the terms of a recommended proposal whereby a wholly
owned subsidiary of PAREXEL will acquire the entire issued and to be issued
ordinary share capital of ClinPhone. With headquarters in Nottingham, United
Kingdom, ClinPhone is one of the world's leading clinical technology
organizations.
The acquisition is based on the offer price of 135 pence in cash for each
ClinPhone share. The offer price represents a premium of 86 percent to the
ClinPhone share price on the London Stock Exchange of 72.5 pence on February
14, 2008, the last business day before the start of the "Offer Period"
commencing on February 15, 2008 and ending on the date on which the
acquisition becomes effective in accordance with its terms. The acquisition
values the entire issued ordinary share capital of ClinPhone at approximately
91 million Pounds Sterling (GBP), or approximately $182 million U.S. Dollars
(USD). PAREXEL has arranged a $300 million USD facility with JPMorgan Chase
Bank, N.A. and Keybank National Association in order to fund the acquisition
and costs related to the acquisition, and to refinance the existing debt of
ClinPhone and PAREXEL. The acquisition is expected to close in the first
quarter of PAREXEL's Fiscal Year 2009, or by September 30, 2008.
Josef von Rickenbach, Chairman and Chief Executive Officer of PAREXEL
International, said: "As the use of technology has expanded in the conduct of
clinical research, PAREXEL has been a leader in helping to advance the
convergence of services and technology in the market. Biopharmaceutical
companies have increasingly demanded PAREXEL technology solutions and
expertise to support the full range of clinical development activities while
improving the speed and efficiency of clinical programs. We anticipate that
this acquisition will bring the many technologies and capabilities of
ClinPhone into the PAREXEL organization and advance our position as a clinical
technology leader."
He continued, "The combination of complementary capabilities of PAREXEL
and ClinPhone would provide clients with a more comprehensive suite of
clinical information technologies. As the market embraces a total eClinical
solution we believe clients will realize even more significant process
efficiencies, greater visibility across studies, improvements in data quality,
and accelerated decision-making."
It is currently envisaged that the acquisition will be implemented by way
of a scheme of arrangement provided for under English company law and
conditional on, among other things, its approval by a majority in number
representing three quarters in value of the members of ClinPhone who vote at
the meeting, and any required antitrust approval by the regulatory authorities
in the United States and the United Kingdom.
PAREXEL expects that the acquisition will be dilutive to earnings in its
financial year ending 30 June 2009. Excluding amortization of intangibles,
the acquisition will be accretive to earnings in that same period. The extent
of the dilutive impact of the acquisition will not be known until closing of
the transaction, at which time PAREXEL will have had the opportunity to review
the results of the intangibles valuations which are in the process of being
compiled by an external third party valuation firm. Upon closing of the
transaction, PAREXEL will also be taking a one-time charge to write off costs
associated with unamortized loan fees in connection with its existing line of
credit and costs related to unwinding of interest rate hedges.
About PAREXEL International Corporation
PAREXEL International Corporation is a leading global biopharmaceutical
services organization, providing a broad range of knowledge-based contract
research, medical communications and consulting services to the worldwide
pharmaceutical, biotechnology and medical device industries. Committed to
providing solutions that expedite time-to-market and peak-market penetration,
PAREXEL has developed significant expertise across the development and
commercialization continuum, from drug development and regulatory consulting
to clinical pharmacology, clinical trials management, medical education and
reimbursement. Perceptive Informatics, Inc., a subsidiary of PAREXEL, provides
advanced technology solutions, including medical imaging, to facilitate the
clinical development process. Headquartered near Boston, Massachusetts,
PAREXEL operates in 63 locations throughout 52 countries around the world, and
has over 7,680 employees. For more information about PAREXEL International
visit www.PAREXEL.com .
This release contains "forward-looking" statements regarding future
results and events, including, without limitation, statements regarding
expected financial results, future growth and customer demand. For this
purpose, any statements contained herein that are not statements of historical
fact may be deemed forward-looking statements. Without limiting the
foregoing, the words "believes," "anticipates," "plans," "expects," "intends,"
"appears," "estimates," "projects," "targets," and similar expressions are
also intended to identify forward-looking statements. The forward-looking
statements in this release involve a number of risks and uncertainties. The
Company's actual future results may differ significantly from the results
discussed in the forward-looking statements contained in this release.
Important factors that might cause such a difference include, but are not
limited to, risks associated with: actual operating performance; actual
expense savings and other operating improvements resulting from recent
restructurings; the loss, modification, or delay of contracts which would,
among other things, adversely impact the Company's recognition of revenue
included in backlog; the Company's dependence on certain industries and
clients; the Company's ability to win new business, manage growth and costs,
and attract and retain employees; the Company's ability to complete additional
acquisitions and to integrate newly acquired businesses or enter into new
lines of business, including, without limitation, the acquisition of
ClinPhone; the impact on the Company's business of government regulation of
the drug, medical device and biotechnology industry; consolidation within the
pharmaceutical industry and competition within the biopharmaceutical services
industry; the potential for significant liability to clients and third
parties; the potential adverse impact of health care reform; and the effects
of exchange rate fluctuations and other international economic, political, and
other risks. Such factors and others are discussed more fully in the section
entitled "Risk Factors" of the Company's Quarterly Report on Form 10-Q for the
period ended March 31, 2008 as filed with the SEC on May 9, 2008, which "Risk
Factors" discussion is incorporated by reference in this press release. The
forward-looking statements included in this press release represent the
Company's estimates as of the date of this release. The Company specifically
disclaims any obligation to update these forward-looking statements in the
future. These forward-looking statements should not be relied upon as
representing the Company's estimates or views as of any date subsequent to the
date of this press release.
PAREXEL is a registered trademark of PAREXEL International Corporation,
and Perceptive Informatics is a trademark of Perceptive Informatics, Inc. All
other names or marks may be registered trademarks or trademarks of their
respective business and are hereby acknowledged.
CONTACTS: James Winschel,
Senior Vice President and Chief Financial Officer
Jill Baker,
Vice President of Investor Relations
+781-434-4118
SOURCE PAREXEL International Corporation
