UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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the Securities Exchange Act of
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Soliciting Material Pursuant to Section 240.14a-12
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KENDLE INTERNATIONAL INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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On May 12, 2011, Kendle distributed the following press release:
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CONTACTS:
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For Release
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Michael Lawson, Investors, (513) 763-1992
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May 12, 2011, 9 a.m.
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Lori Dorer, Media, (513) 345-1685
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Kendle Rated a Top CRO to Work With for Fifth Consecutive Year
Company ranks second overall in 2011 CenterWatch Global Investigative Site Survey
Only CRO to be consistently ranked among top three every year since 2007
CINCINNATI, May 12, 2011 Kendle (Nasdaq: KNDL), a leading, global full-service clinical research organization (CRO), today announced it is ranked a top CRO to work with in the 2011
CenterWatch Global Investigative Site Survey. Kendle is the only CRO to be ranked consistently among the top three providers for each of the past five years in the annual investigative site surveys conducted by the leading clinical trials publishing
and information services company. No other CRO has finished in the top three more than twice during this period.
Quality relationships with
investigative sites around the world are key to delivering clinical trial results on time and on budget for our customers, said Stephen Cutler, PhD, President and Chief Executive Officer. Kendles consistent recognition as a
top-rated CRO the
only
CRO to have been ranked among the top three providers every year since 2007 is a strong testament to the value we place on building long-lasting relationships across the industry to meet customer
needs.
In the 2011 survey, Kendle scored highly for overall relationship quality, with 84.2 percent of sites rating the Company Good
or Excellent. Kendle was rated a top-three CRO in 22 of the 29 individual attributes included in the survey, receiving one of the highest scores in the staff professionalism category, which was voted by sites as the most
critical factor in conducting successful studies. The Company scored exceptionally well on the ongoing study conduct and grant payment performance attributes. Kendle also had one of the highest ratings for low monitor turnover, reflecting a strong
focus on development of long-term relationships between CRAs and investigative site personnel.
CenterWatch conducted the global survey of investigative
sites between February and March 2011, soliciting online responses from principal investigators, sub-investigators and study coordinators about the quality of their relationships with the CROs they have worked with in the past two years. CenterWatch
has conducted investigative site surveys since 1997, traditionally alternating between Europe and North America, with 2011 marking the first year a global survey was conducted. A total of 1,205 sites worldwide completed the survey, which evaluated
the performance of CROs across 29 specific relationship attributes relating to general project management, personnel and work-style and project-specific areas. In addition, sites also provided feedback on the importance of these attributes when
conducting their clinical trials.
Kendles rating as a top CRO in the 2011 Global Investigative Site Survey follows its consistently strong
performance in the annual CenterWatch investigative site surveys
conducted over the past five years. In the 2010 survey of European investigative sites, Kendle ranked third with 76.1 percent of sites surveyed rating the Company as Good or
Excellent. The Company ranked second in the 2009 survey of U.S. investigative sites, second in the 2008 survey of European investigative sites and first overall in the 2007 survey of U.S. investigative sites.
About Kendle
Kendle International Inc. (Nasdaq: KNDL) is a
leading global clinical research organization providing the full range of early- to late-stage clinical development services for the worlds biopharmaceutical industry. Our focus is on innovative solutions that reduce cycle times for our
customers and accelerate the delivery of life-enhancing products to market for the benefit of patients worldwide. As one of the worlds largest global providers of Phase I-IV services, we offer experience spanning more than 100 countries, along
with industry-leading patient access and retention capabilities and broad therapeutic expertise, to meet our customers clinical development challenges.
On May 4, Kendle and INC Research (
http://www.incresearch.com/
) jointly announced a definitive merger agreement under which INC Research agreed, subject to the terms and conditions of the merger agreement, to acquire Kendle in an all-cash transaction with a total equity value
of approximately $232 million. The Board of Directors of Kendle unanimously approved the transaction, which is expected to close in the third quarter subject to approval by Kendles shareholders as well as satisfaction of customary closing
conditions and regulatory approvals.
For more information, please visit
www.kendle.com
.
Forward Looking Statements
This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements relating to the proposed transaction between Kendle and INC Research and the expected timing and completion of the transaction. Words such as
anticipate, believe, plan, estimate, expect, intend, will, should, may, and other similar expressions are intended to identify
forward-looking statements. Such statements are based upon the current beliefs and expectations of Kendles management and involve a number of significant risks and uncertainties, many of which are difficult to predict and are generally beyond
the control of Kendle and INC Research. Actual results may differ materially from the results anticipated in these forward-looking statements. There can be no assurance as to the timing of the closing of the transaction, or whether the transaction
will close at all. The following factors, among others, could cause or contribute to such material differences: the ability to obtain the approval of the transaction by Kendles shareholders; the ability to obtain required regulatory approvals
of the transaction or to satisfy other conditions to the transaction on the terms and expected timeframe or at all; transaction costs; economic conditions; a material adverse change in the business, assets, financial condition or results of
operations of Kendle; and the effects of disruption from the transaction making it more difficult to maintain relationships with employees, customers or other business partners. Additional factors that could cause Kendles
results to differ materially from those described in the forward-looking statements can be found in the periodic reports filed with the Securities and Exchange Commission and in the proxy
statement Kendle intends to file with the Securities and Exchange Commission and mail to its shareholders with respect to the proposed transaction, which are or will be available at the Securities and Exchange Commissions website
(http://www.sec.gov) at no charge. Kendle assumes no responsibility to update any forward-looking statements as a result of new information or future developments except as expressly required by law.
Additional Information
This communication
is being made in respect of the proposed merger transaction involving Kendle and INC Research. In connection with the proposed transaction, Kendle will file with the Securities and Exchange Commission a proxy statement and will mail the proxy
statement to its shareholders. Shareholders are encouraged to read the proxy statement regarding the proposed transaction in its entirety when it becomes available, and before making any voting decision, as it will contain important information
about the transaction. Shareholders will be able to obtain a free copy of the proxy statement (when available), as well as other filings made by Kendle regarding the Company, INC Research and the proposed transaction, without charge, at the
Securities and Exchange Commissions website (http://www.sec.gov). These materials also can be obtained, when available, without charge, by directing a request to Kendle at info@kendle.com.
Participants in the Solicitation
Kendle
and its executive officers, directors and other persons may be deemed to be participants in the solicitation of proxies from Kendles shareholders with respect to the special meeting of shareholders that will be held to consider the proposed
transaction. Information regarding the officers and directors of Kendle is included in its Annual Report on Form 10-K for the year ended Dec. 31, 2010, and the Companys notice of Annual Meeting of Shareholders and Proxy Statement, which were
filed with the Securities and Exchange Commission on March 16, 2011, and April 15, 2011, respectively. Other information regarding the participants in the solicitation and a description of their direct and indirect interests, by security
holdings or otherwise, which may be different than those of Kendles shareholders generally, will be contained in the proxy statement (when filed) and other relevant materials to be filed with the Securities and Exchange Commission in
connection with the proposed transaction.
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
###
On May 12, 2011, Kendle distributed the following email to its customers:
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1.
Kendle the only CRO to rank
among the top three in
CenterWatch surveys for five
consecutive years
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Were proud to be the only CRO that can make this claim in fact, no other CRO made the top three more than
twice during this period. And in 2011 - the first year CenterWatch has conducted a global investigative site survey - Kendle ranked second.
How the scores break down...
u
84.2percent of sites rated Kendle Good or Excellent for overall relationship quality
u
Kendlescored in the top three in 22 of the 29 attributes measured by the global survey
u
Kendlewas among the highest ranked for staff professionalism, ongoing study conduct and grant payment
u
Kendlewas recognized for low monitor turnover, especially important as professional monitors/CRAs are recognized as the
most critical factor in conducting a successful trial
Sites are our
customers customers thats something not all CROs remember but we take particularly seriously here at Kendle. And its these strong site relationships that, we believe, give us a competitive advantage over other
CROs.
Stephen Cutler, PhD, President and CEO of Kendle
View the full CenterWatch Monthly article summarizing the results
For further information
about what keeps Kendle at the top of CRO global rankings, please contact
info@kendle.com
or visit
www.kendle.com
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About Kendle
Kendle International Inc. (Nasdaq: KNDL) is a leading global clinical research organization providing the full range of early- to late-stage clinical development services for the worlds
biopharmaceutical industry. Our focus is on innovative solutions that reduce cycle times for our customers and accelerate the delivery of life-enhancing products to market for the benefit of patients worldwide. As one of the worlds largest
global providers of Phase I-IV services, we offer experience spanning more than 100 countries, along with industry-leading patient access and retention capabilities and broad therapeutic expertise, to meet our customers clinical development
challenges.
On May 4, Kendle and INC Research (
www.incresearch.com
) jointly announced a definitive merger agreement
under which INC Research agreed, subject to the terms and conditions of the merger agreement, to acquire Kendle in an all-cash transaction with a total equity value of approximately $232 million. The Board of Directors of Kendle unanimously
approved the transaction, which is expected to close in the third quarter subject to approval by Kendles shareholders as well as satisfaction of customary closing conditions and regulatory approvals.
For more information, please visit
www.kendle.com
.
Forward Looking Statements
This mailer contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements relating to the proposed transaction between Kendle and INC Research and the expected timing and completion of the
transaction. Words such as anticipate, believe, plan, estimate, expect, intend, will, should, may, and other similar expressions are intended
to identify forward-looking statements. Such statements are based upon the current beliefs and expectations of Kendles management and involve a number of significant risks and uncertainties, many of which are difficult to predict and are
generally beyond the control of Kendle and INC Research. Actual results may differ materially from the results anticipated in these forward-looking statements. There can be no assurance as to the timing of the closing of the transaction, or
whether the transaction will close at all. The following factors, among others, could cause or contribute to such material differences: the ability to obtain the approval of the transaction by Kendles shareholders; the ability to obtain
required regulatory approvals of the transaction or to satisfy other conditions to the transaction on the terms and expected timeframe or at all; transaction costs; economic conditions; a material adverse change in the business, assets, financial
condition or results of operations of Kendle; and the effects of disruption from the transaction making it more difficult to maintain relationships with employees, customers or other business partners. Additional factors that could cause
Kendles results to differ materially from those described in the forward-looking statements can be found in the periodic reports filed with the Securities and Exchange Commission and in the proxy statement Kendle intends to file with the
Securities and Exchange Commission and mail to its shareholders with respect to the proposed transaction, which are or will be available at the Securities and Exchange Commissions website (
www.sec.gov
) at no charge. Kendle assumes no
responsibility to update any forward-looking statements as a result of new information or future developments except as expressly required by law.
Additional Information
This communication is being made in respect
of the proposed merger transaction involving Kendle and INC Research. In connection with the proposed transaction, Kendle will file with the Securities and Exchange Commission a proxy statement and will mail the proxy statement to its
shareholders. Shareholders are encouraged to read the proxy statement regarding the proposed transaction in its entirety when it becomes available, and before making any voting decision, as it will contain important information about the
transaction. Shareholders will be able to obtain a free copy of the proxy statement (when available), as well as other filings made by Kendle regarding the Company, INC Research and the proposed transaction, without charge, at the Securities and
Exchange Commissions website (
www.sec.gov
). These materials also can be obtained, when available, without charge, by directing a request to Kendle at
info@kendle.com
.
Participants in the Solicitation
Kendle and its executive officers,
directors and other persons may be deemed to be participants in the solicitation of proxies from Kendles shareholders with respect to the special meeting of shareholders that will be held to consider the proposed transaction. Information
regarding the officers and directors of Kendle is included in its Annual Report on Form 10-K for the year ended Dec. 31, 2010, and the Companys notice of Annual Meeting of Shareholders and Proxy Statement, which were filed with the Securities
and
Exchange Commission on March 16, 2011, and April 15, 2011, respectively. Other information regarding the participants in the solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, which may be different than those of Kendles shareholders generally, will be contained in the proxy statement (when filed) and other relevant materials to be filed with the Securities and Exchange
Commission in connection with the proposed transaction.
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No
offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
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North America Europe Asia/Pacific Latin America
Africa
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On May 12, 2011, Kendle distributed the following email to certain of its employees:
To: Recipients of Stock Awards issued under the 1997 and/or 2007 Stock Incentive Plan
On May 4, Kendle entered into a definitive merger agreement with INC Research, LLC, a privately held global CRO, under which INC Research agreed to acquire Kendle subject to certain terms and conditions. The
transaction is scheduled to close in the third quarter of 2011 subject to shareholder and regulatory approvals and satisfaction of customary closing conditions. Upon completion of the transaction, Kendles common stock will cease to be
publically traded and listed on the NASDAQ.
As a result of the merger agreement, recipients of previously issued Kendle stock awards will have the
opportunity to take action on vested awards when the current blackout period is lifted on Thursday, May 12, pursuant to the Insider Trading Policy. To exercise outstanding stock options or sell shares of previously acquired stock:
Please contact our captive broker, Morgan Stanley Smith Barney, by visiting their website at benefitaccess.com. Contact information for Morgan Stanley Smith Barney
also can be found on myKendle.
At the time the agreement between Kendle and INC is finalized, outstanding awards, both vested and unvested, will be
cancelled and converted to a cash payment using the merger consideration price of $15.25, as described below.
Stock Options (Incentive and
Non-Qualified)
The cash payment will be calculated by using the difference between the merger consideration price and the grant price, multiplied by
the number of options (both vested and unvested), minus any required withholding taxes.
EXAMPLE
An award recipient was granted 1,000 options with a grant price of $6.75 250 of the options have vested and been exercised, 500 options have vested but not yet
exercised, and the remaining 250 options are unvested. If no action is taken before the close of the agreement, the recipient would receive the following, minus any required withholding taxes:
($15.25 - $6.75) x 750 (500 vested + 250 unvested) = $6,375
Time-Based and Performance-Based Restricted Stock Unit Awards
The
cash payment will be calculated by multiplying the merger consideration price by the number of units granted, minus any required withholding taxes.
EXAMPLE
An award recipient was granted 500 Time-Based Restricted
Stock Units, of which 250 have already vested and been delivered to the recipient. The remaining 250 are unvested. The recipient would receive the following, minus any required withholding taxes:
$15.25 x 250 = $3,812.50
Current award provisions, such as
vesting and cancellation schedules, will remain unchanged prior to the consummation of the transactions contemplated by the agreement. For additional information, please see the 1997 and/or 2007 Stock Incentive Plans. You may also contact [XXXXXXX]
or [XXXXXXX] in the Global Compensation department.
Reminder: Please seek clearance from the Legal department in advance of a Kendle stock transaction
to ensure restrictions are not in effect. During non-blackout periods, pre-clearance requests to engage in purchases/sales of Kendle stock (including cashless stock option exercises) may be directed to [XXXXXXX] by e-mail.
Forward Looking Statements
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements relating to the proposed transaction
between Kendle and INC Research and the expected timing and completion of the transaction. Words such as anticipate, believe, plan, estimate, expect, intend, will,
should, may, and other similar expressions are intended to identify forward-looking statements. Such statements are based upon the current beliefs and expectations of Kendles management and involve a number of
significant risks and uncertainties, many of which are difficult to predict and are generally beyond the control of Kendle and INC Research. Actual results may differ materially from the results anticipated in these forward-looking statements. There
can be no assurance as to the timing of the closing of the transaction, or whether the transaction will close at all. The following factors, among others, could cause or contribute to such material differences: the ability to obtain the approval of
the transaction by Kendles shareholders; the ability to obtain required regulatory approvals of the transaction or to satisfy other conditions to the transaction on the terms and expected timeframe or at all; transaction costs; economic
conditions; a material adverse change in the business, assets, financial condition or results of operations of Kendle; and the effects of disruption from the transaction making it more difficult to maintain relationships with employees, customers or
other business partners. Additional factors that could cause Kendles results to differ materially from those described in the forward-looking statements can be found in the periodic reports filed with the Securities and Exchange Commission and
in the proxy statement Kendle intends to file with the Securities and Exchange Commission and mail to its shareholders with respect to the proposed transaction, which are or will be available at the Securities and Exchange Commissions website
(http://www.sec.gov) at no charge. Kendle assumes no responsibility to update any forward-looking statements as a result of new information or future developments except as expressly required by law.
Additional Information
This communication
is being made in respect of the proposed merger transaction involving Kendle and INC Research. In connection with the proposed transaction, Kendle will file with the Securities and Exchange Commission a proxy statement and will mail the proxy
statement to its shareholders. Shareholders are encouraged to read the proxy statement regarding the proposed transaction in its entirety when it becomes available, and before making any voting decision, as it will contain important information
about the transaction. Shareholders will be able to obtain a free copy of the proxy statement (when available), as well as other filings made by Kendle regarding the Company, INC Research and the proposed transaction, without charge, at the
Securities and Exchange Commissions website (http://www.sec.gov). These materials also can be obtained, when available, without charge, by directing a request to Kendle at info@kendle.com.
Participants in the Solicitation
Kendle
and its executive officers, directors and other persons may be deemed to be participants in the solicitation of proxies from Kendles shareholders with respect to the special meeting of shareholders that will be held to consider the proposed
transaction. Information regarding the officers and directors of Kendle is included in its Annual Report on Form 10-K for the year ended Dec. 31, 2010, and the Companys notice of Annual Meeting of Shareholders and Proxy
Statement, which were filed with the Securities and Exchange Commission on March 16, 2011, and April 15, 2011, respectively. Other information regarding the participants in the
solicitation and a description of their direct and indirect interests, by security holdings or otherwise, which may be different than those of Kendles shareholders generally, will be contained in the proxy statement (when filed) and other
relevant materials to be filed with the Securities and Exchange Commission in connection with the proposed transaction.
This communication shall not
constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
On May 12, 2011, Kendle distributed the following letter to certain of its business partners:
Dear Business Partner:
On May 4, Kendle entered
into a definitive merger agreement with INC Research, LLC under which INC Research agreed to acquire Kendle. Our strong global reputation for operational excellence and delivery, combined with INCs complementary operational and therapeutic
expertise and geographic reach, will create a world-class CRO with significant scale to meet our customers clinical development needs.
Kendle and
INC combined will be an even stronger partner for our customers. When the merger closes, the combined company will be privately held by Avista Capital Partners and Ontario Teachers Pension Plan, well-regarded private equity investors in the
healthcare field committed to investing in our new organizations future growth and success.
We expect that the newly combined organization will
offer our customers:
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Significantly expanded scale and resources for delivery of large global programs and strategic outsourcing opportunities
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Broadened therapeutic expertise in such key therapeutic areas as central nervous system, oncology and womens health and key populations such as pediatrics
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Expanded geographic capabilities, particularly in the key emerging markets of Central and Eastern Europe and Asia/Pacific
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Strengthened global project leadership, clinical monitoring capability and study start up expertise
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Our
key imperative
during the integration process will be business as usual, maintaining the high level of service and expertise our customers
have come to know and expect from Kendle. Both Kendle and INC Research are committed to working together to promote a smooth transition after closing.
We look forward to continuing to work together to provide our customers with integrated clinical solutions that add value to their programs. If you have any
questions or would like more information, please contact me at
vanderploeg.kees@kendle.com
. You also can reach me directly at
+31 (0)23-5763581
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Sincerely
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Kees van der Ploeg
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Associate Director Clinical Outsourcing
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Kendle International B.V.
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The Netherlands
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About Kendle
Kendle International Inc. (Nasdaq: KNDL) is a leading global clinical research organization providing the full range of early- to late-stage clinical development
services for the worlds biopharmaceutical industry. Our focus is on innovative solutions that reduce cycle times for our customers and accelerate the delivery of life-enhancing products to market for the benefit of patients worldwide. As one
of the worlds largest global providers of Phase I-IV services, we offer experience spanning more than 100 countries, along with industry-leading patient access and retention capabilities and broad therapeutic expertise, to meet our
customers clinical development challenges.
On May 4, Kendle and INC Research
(
http://www.incresearch.com/
) jointly announced a definitive merger agreement under which
INC Research agreed, subject to the terms and conditions of the merger agreement, to acquire Kendle in an all-cash transaction with a total equity value of approximately $232 million. The Board of Directors of Kendle unanimously approved the
transaction, which is expected to close in the third quarter subject to approval by Kendles shareholders as well as satisfaction of customary closing conditions and regulatory approvals.
For more information, please visit
www.kendle.com
.
Forward Looking Statements
This letter contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, including, but not limited to, statements relating to the proposed transaction between Kendle and INC Research and the expected timing and completion of the transaction. Words such as anticipate,
believe, plan, estimate, expect, intend, will, should, may, and other similar expressions are intended to identify forward-looking statements. Such
statements are based upon the current beliefs and expectations of Kendles management and involve a number of significant risks and uncertainties, many of which are difficult to predict and are generally beyond the control of Kendle and INC
Research. Actual results may differ materially from the results anticipated in these forward-looking statements. There can be no assurance as to the timing of the closing of the transaction, or whether the transaction will close at all. The
following factors, among others, could cause or contribute to such material differences: the ability to obtain the approval of the transaction by Kendles shareholders; the ability to obtain required regulatory approvals of the transaction or
to satisfy other conditions to the transaction on the terms and expected timeframe or at all; transaction costs; economic conditions; a material adverse change in the business, assets, financial condition or results of operations of Kendle; and the
effects of disruption from the transaction making it more difficult to maintain relationships with employees, customers or other business partners. Additional factors that could cause Kendles results to differ materially from those described
in the forward-looking statements can be found in the periodic reports filed with the Securities and Exchange Commission and in the proxy statement Kendle intends to file with the Securities and Exchange Commission and mail to its shareholders with
respect to the proposed transaction, which are or will be available at the Securities and Exchange Commissions website (http://www.sec.gov) at no charge. Kendle assumes no responsibility to update any forward-looking statements as a result of
new information or future developments except as expressly required by law.
Additional Information
This communication is being made in respect of the proposed merger transaction involving Kendle and INC Research. In connection with the proposed transaction,
Kendle will file with the Securities and Exchange Commission a proxy statement and will mail the proxy statement to its shareholders. Shareholders are encouraged to read the proxy statement regarding the proposed transaction in its entirety when it
becomes available, and before making any voting decision, as it will contain important information about the transaction. Shareholders will be able to obtain a free copy of the proxy statement (when available), as well as other filings made by
Kendle regarding the Company, INC Research and the proposed transaction, without charge, at the Securities and
Exchange Commissions website (http://www.sec.gov). These materials also can be obtained, when available, without charge, by directing a request to Kendle at info@kendle.com.
Participants in the Solicitation
Kendle and its executive
officers, directors and other persons may be deemed to be participants in the solicitation of proxies from Kendles shareholders with respect to the special meeting of shareholders that will be held to consider the proposed transaction.
Information regarding the officers and directors of Kendle is included in its Annual Report on Form 10-K for the year ended Dec. 31, 2010, and the Companys notice of Annual Meeting of Shareholders and Proxy Statement, which were filed with the
Securities and Exchange Commission on March 16, 2011, and April 15, 2011, respectively. Other information regarding the participants in the solicitation and a description of their direct and indirect interests, by security holdings or
otherwise, which may be different than those of Kendles shareholders generally, will be contained in the proxy statement (when filed) and other relevant materials to be filed with the Securities and Exchange Commission in connection with the
proposed transaction.
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
On May 12, 2011, Kendle posted the two presentations beginning on the next page
to its corporate intranet. The first presentation provides an overview for associates of the proposed merger with INC Research. The second presentation provides an overview for customers of the Kendle and INC Research merger agreement.
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For
internal use only
Kendle and INC Research Merger Agreement
Overview for Associates
May 12, 2011
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N o r
t h A m e r i c a
E u r o p e
A s i a / P a c i f i c
L a t i n A m e r
i c a
A f r i c a
Kendle and INC Research entered into a merger agreement May 4 under
which INC agreed to acquire Kendle for $232 million in cash
Strategic move will provide broadened platform for growth leveraging brand
recognition of two industry-leading organizations
Transaction scheduled to close in third quarter subject to shareholder and
regulatory approvals and satisfaction of customary closing conditions
Combined organization will employ more than 5,000 associates in 42
countries, ranking among top CROs worldwide
Combined company will be privately held by Avista Capital Partners and
Ontario Teachers
Pension Plan, well-regarded private equity investors
What is happening?
Kendle and INC Research Merger
2
For internal use only
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N o r
t h A m e r i c a
E u r o p e
A s i a / P a c i f i c
L a t i n A m e r
i c a
A f r i c a
Therapeutically focused global CRO with extensive expertise in Phase I-IV
Founded in 1985 at University of Virginia as ARO specializing in
CNS trials
Headquartered in Raleigh, North Carolina with more than 2,000 employees
in 40 countries worldwide
Privately held by Avista Capital Partners and Ontario Teachers
Pension
Plan
Estimated revenues of $250 million and market share of 1 percent*
Seven acquisitions since 2001
upon closing, Kendle would be eighth
and largest
For
more
information,
visit
www.incresearch.com
*Source:
Jefferies
&
Co.
In
comparison,
Kendle
revenues
for
year
ended
Dec.
31,
2010,
were
$333.8
million
and
our
market
share
was
estimated
at 2
percent.
Who is INC Research?
Kendle and INC Research Merger
3
For internal use only
|
|
N o r
t h A m e r i c a
E u r o p e
A s i a / P a c i f i c
L a t i n A m e r
i c a
A f r i c a
Best
option
for
Kendles
long-term
growth
and
financial
security
eliminates
convertible debt and provides access to capital for growth
New
pharmaceutical outsourcing model requires critical mass
combining
with INC provides this mass
Customers increasingly require broader geographic, therapeutic and
functional expertise
merging with INC delivers on this need
Why now?
Kendle and INC Research Merger
4
For internal use only
|
|
N o r
t h A m e r i c a
E u r o p e
A s i a / P a c i f i c
L a t i n A m e r
i c a
A f r i c a
Highly regarded with strong leadership and deep roots in the industry
Same values and commitment to quality
Same unwavering passion for bringing new medicines to market to improve
patient health
Why INC Research?
Kendle and INC Research Merger
5
For internal use only
|
|
N
o r t h A m e r i c a
E u r o p e
A s i a / P a c i f
i c
L a t i
n A m e r i c a
A f r i c a
INC and Kendle complement each other well in a number of areas
Why INC Research?
Kendle and INC Research Merger
6
Kendle
INC Research
Customers
Strong in large
pharma and biotech
Works largely with
mid-sized pharma
Therapeutic
expertise
Strong in autoimmune,
cardiovascular/metabolism
and oncology
Strong in CNS, womens health
and pediatrics
Geographic
capability
Strong in Latin America
Strong in CEE
Will combine resources in Asia/Pacific to improve scale and mass
For internal use only
|
|
N
o r t h A m e r i c a
E u r o p e
A s i a / P a c i f
i c
L a t i
n A m e r i c a
A f r i c a
Strengthened position in the industry as part of a larger, combined
organization
Better able to compete for larger, strategic outsourcing opportunities
Transition from a publicly held company to part of a larger private
organization
Increased access to capital for future business expansion, with owners
committed to investing in our future growth and success
Increased career development opportunities for associates
What does it mean to Kendle?
Kendle and INC Research Merger
7
For internal use only
|
|
N
o r t h A m e r i c a
E u r o p e
A s i a / P a c i f
i c
L a t i
n A m e r i c a
A f r i c a
Driving force behind the merger is
expanding breadth and depth of
capability
to
build
a
world class
organization
strongly
positioned
to
compete
for larger, more strategic outsourcing opportunities
For our associates, this means access to greater breadth of career and
professional development opportunities as part of a larger and more
competitive organization
No decisions have been made at this time regarding any changes to specific
positions
we understand you have questions and appreciate your patience
as we work through the many details
If
your
are
a
recipient
of
stock
awards
issued
under
the
1997
and/or
2007
Stock Incentive Plan, Human Resources will be communicating directly
with you
What does it mean to me?
Kendle and INC Research Merger
8
For internal use only
|
|
N
o r t h A m e r i c a
E u r o p e
A s i a / P a c i f
i c
L a t i
n A m e r i c a
A f r i c a
Significantly expanded scale and scope to deliver clinical trials of all
sizes
Broadened expertise in such key therapeutic areas as central nervous
system, oncology and women's health and key populations such as
pediatrics
Expanded geographic capabilities, particularly in CEE and Asia/Pacific
Strengthened global project leadership, clinical monitoring capability and
study start-up expertise
Organization
more
strongly
positioned
to
work
in
operational
and
alliance
partnerships with large biopharmaceutical companies
What does it mean to our customers?
Kendle and INC Research Merger
9
For internal use only
|
|
N o r t h A m e
r i c a
E u r o
p e
A s i a / P
a c i f i c
L a
t i n A m e r i c a
A f r i c a
Business as usual
Current project assignments, customer teams and systems remain in place
and proceed as planned
Focus
is
maintaining
the
high
level
of
service
and
expertise
our
customers
have come to know and expect from Kendle
Hiring activities will continue for majority of approved positions, especially
billable openings (check with your function or service leader for
specifics)
Where do we go from here?
Kendle and INC Research Merger
10
For internal use only
|
|
N o r t h A m e
r i c a
E u r o
p e
A s i a / P
a c i f i c
L a
t i n A m e r i c a
A f r i c a
Joint integration team will be formed to carefully plan key integration
priorities
and
a
detailed
implementation
that
will
commence
when
the
transaction closes
Both Kendle and INC Research have previous experience with significant
integrations:
Kendle of Charles River Clinical Services in 2006
INC Research of the Phase II-IV operations of MDS Pharma Services in
2009
As Kendle is a public company, we are limited by federal securities
regulations and other laws with respect to our ability to disclose certain
developments and/or our related expectations
we will share more
information when we can
What is the plan for integration?
Kendle and INC Research Merger
11
For internal use only
|
|
N o r t h A m e
r i c a
E u r o
p e
A s i a / P
a c i f i c
L a
t i n A m e r i c a
A f r i c a
Q2
Q3
Definitive merger agreement
announced
May 4
Customers notified via letter
May 6
Closing
Transaction
scheduled
to close
12
Key activities
Kendle and INC Research Merger
For internal use only
|
|
N o r
t h A m e r i c a
E u r o p e
A s i a / P a c i f i c
L a t i n A m e r
i c a
A f r i c a
13
External press release
Associate communications
Associate Letter, FAQ and PPT Presentation
Customer communications
Customer Letter, Talking Points, FAQ and
PPT Presentation
Media coverage
Recent articles appearing on the merger
Background information on INC Research
Communication tools
Kendle and INC Research Merger
For copies of these communications, visit
http://my.kendle.com
Dedicated
Kendle
and
INC
Merger
page
For internal use only
|
|
N o r
t h A m e r i c a
E u r o p e
A s i a / P a c i f i c
L a t i n A m e r
i c a
A f r i c a
Kendle and INC have agreed to merge
closing scheduled for third quarter
Strategic move will provide broadened platform for growth, with increased
access to capital for future business expansion
Combined organization will provide critical mass and broadened
geographic, therapeutic and functional expertise required to compete in
todays market
Driving force behind the merger is expanding breadth and depth of
capability
this means opportunities for our associates!
Key imperative is business as usual,
delivering current projects and
winning new business
Both Kendle and INC are committed to communicating openly and
frequently
For
more
information,
visit
the
dedicated
Kendle
and
INC
Merger
page
on myKendle
Summary
Kendle and INC Research Merger
14
For internal use only
|
|
N o r
t h A m e r i c a
E u r o p e
A s i a / P a c i f i c
L a t i n A m e r
i c a
A f r i c a
15
Kendle and INC Research Merger
About Kendle
On
May
4,
Kendle
and
INC
Research
(
http://www.incresearch.com/
)
jointly
announced
a
definitive
merger
agreement
under
which
INC
For
more
information,
please
visit
www.kendle.com
.
Forward Looking Statements
Kendle International Inc. (Nasdaq: KNDL) is a leading global clinical research organization providing
the full range of early- to late-stage clinical
development services for the world's
biopharmaceutical industry. Our focus is on innovative solutions that reduce cycle times for our customers and
accelerate the delivery of life-enhancing products to market for the benefit of patients
worldwide. As one of the worlds largest global providers of Phase
I-IV services, we
offer experience spanning more than 100 countries, along with industry-leading patient access and retention capabilities and broad
therapeutic expertise, to meet our customers' clinical development
challenges.
Research agreed, subject to the terms and
conditions of the merger agreement, to acquire Kendle in an all-cash transaction with a total equity
value of approximately $232 million. The Board of Directors of Kendle unanimously approved the
transaction, which is expected to close in the
third quarter subject to approval by
Kendles shareholders as well as satisfaction of customary closing conditions and regulatory approvals.
This presentation contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, including, but not
limited to, statements relating to the
proposed transaction between Kendle and INC Research and the expected timing and completion of the
transaction. Words such as "anticipate," "believe," "plan,"
"estimate," "expect," "intend," "will," "should," "may," and other similar expressions are
intended to identify forward-looking statements. Such statements are based upon the current
beliefs and expectations of Kendles management
and involve a number of significant risks
and uncertainties, many of which are difficult to predict and are generally beyond the control of Kendle
and INC Research. Actual results may differ materially from the results anticipated in these
forward-looking statements. There can be no
assurance as to the timing of the closing of
the transaction, or whether the transaction will close at all. The following factors, among others, could
cause or contribute to such material differences: the ability to obtain the approval of the
transaction by Kendles shareholders; the ability to obtain
required regulatory approvals
of the transaction or to satisfy other conditions to the transaction on the terms and expected timeframe or at all;
transaction costs; economic conditions; a material adverse change in the business, assets, financial
condition or results of operations of Kendle;
and the effects of disruption from the
transaction making it more difficult to maintain relationships with employees, customers or other business
partners. Additional factors that could cause Kendles results to differ materially from those
described in the forward-looking statements can be
found in the periodic reports filed with
the Securities and Exchange Commission and in the proxy statement Kendle intends to file with the
Securities and Exchange Commission and mail to its shareholders with respect to the proposed
transaction, which are or will be available at the
Securities and Exchange Commission's website
(http://www.sec.gov) at no charge. Kendle assumes no responsibility to update any forward-
looking statements as a result of new information or future developments except as expressly required
by law.
For
internal use only
|
|
N o r
t h A m e r i c a
E u r o p e
A s i a / P a c i f i c
L a t i n A m e r
i c a
A f r i c a
16
Kendle and INC Research Merger
Additional Information
These
materials
also
can
be
obtained,
when
available,
without
charge,
by
directing
a
request
to
Kendle
at
info@kendle.com
.
Participants in the Solicitation
This communication is being made in respect of the proposed merger transaction involving Kendle and
INC Research. In connection with the
proposed transaction, Kendle will file with the Securities
and Exchange Commission a proxy statement and will mail the proxy statement to its
shareholders. Shareholders are encouraged to read the proxy statement regarding the proposed
transaction in its entirety when it becomes
available, and before making any voting decision,
as it will contain important information about the transaction. Shareholders will be able to
obtain a free copy of the proxy statement (when available), as well as other filings made by Kendle
regarding the Company, INC Research and
the proposed transaction, without charge, at the
Securities and Exchange Commission's website (http://www.sec.gov).
Kendle and its executive officers, directors and other persons may be deemed to be participants in the
solicitation of proxies from Kendles
shareholders with respect to the special meeting of
shareholders that will be held to consider the proposed transaction. Information regarding
the
officers and directors of Kendle is included in its Annual Report on Form 10-K for the year ended Dec. 31, 2010, and the Companys notice
of Annual Meeting of Shareholders and Proxy Statement, which were filed with the Securities and
Exchange Commission on March 16, 2011,
and April 15, 2011, respectively. Other information
regarding the participants in the solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, which may be different than those of Kendles
shareholders generally, will be contained in the
proxy statement (when filed) and other
relevant materials to be filed with the Securities and Exchange Commission in connection with the
proposed transaction.
This
communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any
such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
For
internal use only
|
|
Kendle
and INC Research Merger Agreement
Overview for Customers
May 12, 2011
|
|
N
o r t h A m e r i c a
E u r o p e
A s i a / P a c i f
i c
L a t i
n A m e r i c a
A f r i c a
Kendle and INC Research entered into a merger agreement on May 4
Strategic move will provide broadened platform for growth leveraging brand
recognition of two industry-leading organizations
Transaction scheduled to close in third quarter subject to shareholder and
regulatory approvals and satisfaction of customary closing conditions
Combined organization will employ more than 5,000 associates in 42
countries, ranking among top CROs worldwide
Combined company will be privately held by Avista Capital Partners and
Ontario Teachers
Pension Plan, well-regarded private equity investors
What is happening?
Kendle and INC Research Merger
2
|
|
N
o r t h A m e r i c a
E u r o p e
A s i a / P a c i f
i c
L a t i
n A m e r i c a
A f r i c a
INC and Kendle complement each other well in a number of areas, creating
an even stronger clinical development partner upon completion of
the merger
Why INC Research?
Kendle and INC Research Merger
3
Kendle
INC Research
Therapeutic
expertise
Strong in autoimmune,
cardiovascular/metabolism
and oncology
Strong in CNS, womens health
and pediatrics
Geographic
capability
Strong in Latin America
Strong in CEE
Will combine resources in Asia/Pacific to improve scale and mass
|
|
N
o r t h A m e r i c a
E u r o p e
A s i a / P a c i f
i c
L a t i
n A m e r i c a
A f r i c a
CRO partner with significantly expanded scale and scope to deliver clinical
trials of all sizes
Broadened expertise in such key therapeutic areas as central nervous
system, oncology and women's health and key populations such as
pediatrics
Expanded geographic capabilities, particularly in CEE and Asia/Pacific
Strengthened global project leadership, clinical monitoring capability and
study start-up expertise
Organization more strongly positioned to work in operational and
alliance
partnerships with large biopharmaceutical companies
What does it mean for you?
Kendle and INC Research Merger
4
|
|
N
o r t h A m e r i c a
E u r o p e
A s i a / P a c i f
i c
L a t i
n A m e r i c a
A f r i c a
Joint integration team will be formed to carefully plan key integration
priorities and a detailed implementation that will commence when
the
transaction closes
Both Kendle and INC Research have previous experience with significant
integrations:
Kendle of Charles River Clinical Services in 2006
INC Research of the Phase II-IV operations of MDS Pharma Services in
2009
As Kendle is a public company, we are limited by federal securities
regulations and other laws with respect to our ability to disclose certain
developments and/or our related expectations
we will share more
information when we can
What is the plan for integration?
Kendle and INC Research Merger
5
|
|
N
o r t h A m e r i c a
E u r o p e
A s i a / P a c i f
i c
L a t i
n A m e r i c a
A f r i c a
Driving force behind the merger is expanding breadth and depth of
capability for our customers
Combined organization will provide critical mass and broadened
geographic, therapeutic and functional expertise required to compete in
todays market
Merger will provide increased access to capital for business expansion, with
owners committed to investing in our future growth and success
Key imperative is business as usual,
maintaining a high level of service
and quality
Both Kendle and INC are committed to communicating frequently
throughout the integration process, and to addressing any questions you
may have
A winning combination for our customers
Kendle and INC Research Merger
6
|
|
N
o r t h A m e r i c a
E u r o p e
A s i a / P a c i f
i c
L a t i
n A m e r i c a
A f r i c a
Please contact your New Business representative or Mark Roseman,
Senior
Vice President, Sales and CMO, at 513-763-1924 or
roseman.mark@kendle.com
Our Operational Vice Presidents and executive leadership team, including
our CEO and COO, are also available
if you would like to arrange a
meeting, please contact your New Business representative
Questions?
Kendle and INC Research Merger
7
|
|
N
o r t h A m e r i c a
E u r o p e
A s i a / P a c i f
i c
L a t i
n A m e r i c a
A f r i c a
8
About Kendle
On
May
4,
Kendle
and
INC
Research
(
http://www.incresearch.com/
)
jointly
announced
a
definitive
merger
agreement
under
which
INC
For
more
information,
please
visit
www.kendle.com
.
Forward Looking Statements
Kendle and INC Research Merger
Kendle International Inc. (Nasdaq: KNDL) is a leading global clinical research organization providing
the full range of early- to late-stage clinical
development services for the world's
biopharmaceutical industry. Our focus is on innovative solutions that reduce cycle times for our customers
and accelerate the delivery of life-enhancing products to market for the benefit of patients
worldwide. As one of the worlds largest global providers
of Phase I-IV services, we
offer experience spanning more than 100 countries, along with industry-leading patient access and retention
capabilities and broad therapeutic expertise, to meet our customers' clinical development challenges.
Research agreed, subject to the
terms and conditions of the merger agreement, to acquire Kendle in an all-cash transaction with a total equity
value of approximately $232 million. The Board of Directors of Kendle unanimously approved the
transaction, which is expected to close in the
third quarter subject to approval by
Kendles shareholders as well as satisfaction of customary closing conditions and regulatory approvals.
This presentation contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, including, but not
limited to, statements relating to the
proposed transaction between Kendle and INC Research and the expected timing and completion of the
transaction. Words such as "anticipate," "believe," "plan,"
"estimate," "expect," "intend," "will," "should," "may," and other similar expressions are
intended to identify forward-looking statements. Such statements are based upon the current
beliefs and expectations of Kendles management
and involve a number of significant risks
and uncertainties, many of which are difficult to predict and are generally beyond the control of Kendle
and INC Research. Actual results may differ materially from the results anticipated in these
forward-looking statements. There can be no
assurance as to the timing of the closing of
the transaction, or whether the transaction will close at all. The following factors, among others, could
cause or contribute to such material differences: the ability to obtain the approval of the
transaction by Kendles shareholders; the ability to obtain
required regulatory approvals
of the transaction or to satisfy other conditions to the transaction on the terms and expected timeframe or at all;
transaction costs; economic conditions; a material adverse change in the business, assets, financial
condition or results of operations of Kendle;
and the effects of disruption from the
transaction making it more difficult to maintain relationships with employees, customers or other business
partners. Additional factors that could cause Kendles results to differ materially from those
described in the forward-looking statements can be
found in the periodic reports filed with
the Securities and Exchange Commission and in the proxy statement Kendle intends to file with the
Securities and Exchange Commission and mail to its shareholders with respect to the proposed
transaction, which are or will be available at the
Securities and Exchange Commission's website
(http://www.sec.gov) at no charge. Kendle assumes no responsibility to update any forward-
looking statements as a result of new information or future developments except as expressly required
by law.
|
|
N
o r t h A m e r i c a
E u r o p e
A s i a / P a c i f
i c
L a t i
n A m e r i c a
A f r i c a
9
Additional Information
materials
also
can
be
obtained,
when
available,
without
charge,
by
directing
a
request
to
Kendle
at
info@kendle.com
.
Participants in the Solicitation
Kendle and INC Research Merger
This communication is being made in respect of the proposed merger transaction involving Kendle and
INC Research. In connection with the
proposed transaction, Kendle will file with the Securities
and Exchange Commission a proxy statement and will mail the proxy statement to its
shareholders. Shareholders are encouraged to read the proxy statement regarding the proposed
transaction in its entirety when it becomes
available, and before making any voting decision,
as it will contain important information about the transaction. Shareholders will be able to
obtain a free copy of the proxy statement (when available), as well as other filings made by Kendle
regarding the Company, INC Research and
the proposed transaction, without charge, at the
Securities and Exchange Commission's website (http://www.sec.gov). These
Kendle and its executive officers, directors and other persons may be deemed to be participants in the
solicitation of proxies from Kendles
shareholders with respect to the special meeting of
shareholders that will be held to consider the proposed transaction. Information regarding
the
officers and directors of Kendle is included in its Annual Report on Form 10-K for the year ended Dec. 31, 2010, and the Companys notice
of Annual Meeting of Shareholders and Proxy Statement, which were filed with the Securities and
Exchange Commission on March 16, 2011,
and April 15, 2011, respectively. Other information
regarding the participants in the solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, which may be different than those of Kendles
shareholders generally, will be contained in the
proxy statement (when filed) and other
relevant materials to be filed with the Securities and Exchange Commission in connection with the
proposed transaction.
This communication shall not constitute an offer to sell or the solicitation of an offer
to buy any securities, nor shall there be any sale of securities
in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any
such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the
Securities Act of 1933, as amended.
|
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