JLL Partners Will Extend the Expiration Date for its Previously Announced Tender Offer for All Outstanding Shares of Common Stoc
13 March 2009 - 9:55PM
PR Newswire (US)
NEW YORK, March 13 /PRNewswire/ -- JLL Partners ("JLL"), a leading
private equity investment firm, announced today that it has
extended the expiration date for its previously announced tender
offer for all of the outstanding shares of common stock of
PharmaNet Development Group, Inc. (NASDAQ:PDGI) ("PharmaNet"). The
tender offer was commenced by JLL PharmaNet Holdings, LLC
("Parent"), through its wholly-owned subsidiary, PDGI Acquisition
Corp. ("Purchaser"), which is an affiliate of JLL and one of the
investment funds managed by JLL, JLL Partners Fund VI, L.P. (the
"Sponsor"). The tender offer, which had been scheduled to expire on
March 12, 2009 at 12:00 midnight, New York City time (the "Initial
Expiration Date"), will now expire at 12:00 midnight, New York City
time, on March 19, 2009 (as extended, the "Expiration Date"),
unless further extended by JLL. Based on information provided by
American Stock Transfer and Trust Company, the Depositary for the
tender offer, as of the Initial Expiration Date, a total of
approximately 17,286,075 shares representing approximately 87.32%
of the outstanding shares of common stock of PharmaNet (in addition
to 4,817,627 shares tendered under guaranteed delivery procedures),
had been validly tendered and not withdrawn as of the Initial
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 extension of the Expiration Date of the
tender offer. Purchaser is extending the Expiration Date for the
tender offer because it has determined that it is necessary to make
a premerger notification to the German Federal Cartel Office (the
"FCO") seeking approval of the tender offer and the subsequent
merger of Purchaser and PharmaNet for purposes of compliance with
applicable German competition law. The premerger notification was
submitted to the FCO on March 11, 2009. Purchaser does not intend
to consummate the tender offer until approval of the FCO is
received. If Parent and Purchaser do not receive approval for the
tender offer from the FCO on or prior to the Expiration Date,
Parent and Purchaser may further extend the Expiration Date. The
FCO premerger notification is administrative in nature and Parent
and Purchaser believe that it should not present an impediment to
completion of the tender offer. Parent and Purchaser remain
committed to completing the tender offer and the merger and intend
to complete the transactions as soon as possible after FCO
clearance is obtained. Purchaser, Parent and the Sponsor will file
an amendment to the Tender Offer Statement on Schedule TO, filed
with the Securities and Exchange Commission (the "SEC") on February
12, 2009, providing supplemental disclosure relating to the
premerger notification filing and related matters. All other terms
and conditions of the tender offer remain unchanged. Upon the
successful closing of the tender offer, stockholders of PharmaNet
will receive $5.00 in cash net for each share of PharmaNet common
stock tendered in the tender offer, without interest and less any
required withholding taxes. Following the acceptance for payment of
shares in the tender offer and completion of the transactions
contemplated in the merger agreement, PharmaNet will become a
wholly owned subsidiary of Parent. 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 have 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,
http://www.jllpartners.com/. Important Information about the Tender
Offer This 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 Sponsor 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
http://www.sec.gov/. DATASOURCE: JLL Partners CONTACT: Innisfree
M&A Incorporated, +1-888-750-5834, or Jefferies & Company,
Inc., +1-888-323-3302, both for JLL Partners Web Site:
http://www.jllpartners.com/
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