Bio-Imaging Technologies, Inc. (NASDAQ: BITI) (d/b/a
"BioClinica�) and etrials Worldwide, Inc. (NASDAQ: ETWC)
(�etrials�) jointly announce Bio-Imaging�s intent to acquire
etrials. The proposed acquisition is expected to be consummated
through a tender offer for all of the outstanding shares of etrials
stock. For each share of etrials stock, shareholders will receive
0.124 shares of newly issued Bio-Imaging common stock, 0.076 shares
of newly issued Bio-Imaging preferred stock, and $0.15 in cash,
which equates to a value of $0.9068 per share for etrials,
representing a 27% premium to the average closing price for the
past thirty days. Stockholders owning approximately 33% of etrials
outstanding shares have already agreed to tender their shares, and
if needed, vote in favor of the approval of the merger agreement.
Subject to customary closing conditions, and assuming a majority of
etrials shares will be tendered pursuant to the Tender Offer, the
tender offer is expected to expire on or about June 15, 2009.
Management of Bio-Imaging will discuss the proposed transaction
on its regularly scheduled earnings conference call scheduled for
May 6, 2009 at 11:00 a.m. EDT.
As a result of the proposed transaction, etrials will not hold
its previously announced first quarter earnings call on May 12,
2009.
etrials Worldwide, Inc., headquartered in Morrisville, North
Carolina, is a leading provider of eClinical software and services
to pharmaceutical, biotechnology, medical device and contract
research organizations (CRO�s). It offers adaptive, Web-based tools
that work together to coordinate data capture, logistics, patient
interaction and trial management. etrials offers electronic data
capture (EDC), interactive voice and Web response (IVR/IWR), and
electronic patient diaries (eDiary) as part of an integrated
software-as-a-service (SaaS) platform or as individual solutions to
optimize clinical trials. etrials has facilitated over 900 trials,
ranging from Phase I through Phase IV, involving more than 400,000
patients in 60 countries, has deployed electronic trials in more
than 70 countries and 45 languages, and has worked with more than
100 different sponsors, including 16 of the top 20 pharmaceutical
companies. In 2008, etrials reported $15.1 million in net service
revenues.
Mark L. Weinstein, President and Chief Executive Officer of
BioClinica said, "etrials is an excellent fit with our long-term
corporate strategy. This addition instantly broadens our eClinical
product offering while leveraging our global operations and brand
reputation for quality client service. Together with our
services-based approach, the combination enhances our existing
relationships with customers from both companies and creates a new,
stronger and stable partner for new pharma, biotech and medical
device sponsors. With minimal customer overlap, the acquisition
also presents immediate cross-selling and new business
opportunities. We anticipate realizing significant synergies as we
integrate etrials with our eClinical Services Division and we look
forward to working with the etrials team as we combine our
strengths and expertise in the clinical trials services
market."
Mr. Weinstein continued, �The acquisition is anticipated to have
a neutral effect on earnings per share from continuing operations
in 2009 (excluding one-time charges related to the transaction),
and be accretive to earnings per share in 2010. As a result of the
transaction, we anticipate our combined 2009 service revenues,
including the operating results of etrials from date of acquisition
through December 31, 2009, to be in the range of $65 to $70
million, as compared to Bio-Imaging�s previous guidance of $60 to
$63 million, and reiterate Bio-Imaging�s full year 2009 EPS,
excluding one time charges related to the acquisition, of $0.23 to
$0.25 per share.�
Peter S. Benton, President of BioClinica's eClinical Services
Division said, "With etrials, BioClinica augments robust and proven
EDC and data management with complementary clinical trial
technology that includes interactive voice and Web response
(IVR/IVW), eDiary, registry experience and Tech Transfer platforms
for CRO customers, all of which will enhance our business
opportunities. etrials� strong team of dedicated professionals will
strengthen BioClinica's eClinical Services delivery and expand our
presence in the growing EDC market." Prior to joining BioClinica in
2008, Mr. Benton was associated with etrials from 2007 to 2008,
most recently as its chief operating officer. Mr. Benton does not
own any shares of etrials stock.
M. Denis Connaghan, President and Chief Executive Officer of
etrials said, "It has been our goal to move aggressively to deliver
the best value to our customers and seize new opportunities for
drug and medical device development. With the rapid growth of the
eClinical market, we believe that becoming part of the BioClinica
organization will enable us to deliver enhanced customer service,
more rapidly capitalize on emerging trends in the marketplace and
create greater value for our shareholders. We look forward to the
opportunity to contribute to BioClinica's growth by offering it new
and integrated capabilities in data capture, end-to-end trial
visibility and tightly managed control mechanisms. By joining
forces with BioClinica we believe we will help improve the
accuracy, speed and safety of large-scale clinical trials with
complex data requirements.�
Mr. Weinstein concluded, "This acquisition also fits well with
our recent rebranding of Bio-Imaging Technologies into BioClinica,
as we offer our customers an expanded and strengthened suite of
integrated solutions that track and manage more of their clinical
data. With this acquisition, we look forward to offering our
customers more robust services and helping life science companies
manage their clinical trials with greater efficiency, quality and
improved data visibility."
The merger agreement provides for Bio-Imaging to acquire etrials
in a two-step transaction. The first step will consist of a tender
offer for all outstanding shares of etrials common stock as
described above. In the second step, the tender offer will be
followed by a merger in which any untendered outstanding shares of
etrials common stock will be converted into the right to receive
the same consideration per share offered in the tender offer. Each
of Bio-Imaging and etrials will promptly file a Form 8-K filing
this joint press release and the merger agreement describing the
terms of the transaction, including the terms of the newly issued
Bio-Imaging preferred stock.
Excel Partners is acting as exclusive financial advisor to
Bio-Imaging, and Morgan, Lewis & Bockius LLP is acting as
Bio-Imaging�s legal counsel in the transaction. Emerging Growth
Equities is acting as exclusive financial advisor to etrials, and
Wyrick Robbins Yates & Ponton LLP is acting as legal counsel to
etrials in the transaction.
About BioClinica
Bio-Imaging Technologies, Inc. d/b/a BioClinica is a leading
global provider of clinical trials services, helping to support
drug and product development efforts through all phases of the
clinical trial process. Created from the acquisition of Phoenix
Data Systems, Inc. by Bio-Imaging Technologies, Inc., BioClinica
offers industry-leading medical image management and best-of-breed
electronic data capture to companies in the life sciences industry.
In addition, BioClinica offers solutions that combine these core
services to maximize efficiency and manageability throughout the
entire clinical development process. With more than 2,000
successful trials, BioClinica is unsurpassed in its knowledge and
experience, helping bring many of today's drugs from early phase
development through final approval. BioClinica operates two
state-of-the-art, FDA-compliant core labs in the United States and
Europe, with business offices in the United States, France,
Germany, the United Kingdom and the Netherlands. For more
information, please visit www.bioclinica.com.
About etrials Worldwide
Headquartered near North Carolina's Research Triangle Park,
etrials Worldwide, Inc. (NASDAQ: ETWC), is a leading provider of
eClinical software and services to pharmaceutical, biotechnology,
medical device companies, as well as contract research
organizations, offering adaptive, Web-based tools that work
together to coordinate data capture, logistics, patient interaction
and trial management - turning data into intelligence and
shortening the pathway to an actionable study endpoint. etrials is
one of the few top-tier solution providers that offers electronic
data capture (EDC), interactive voice and Web response (IVR/IWR)
and electronic patient diaries (eDiary), as part of a flexible and
integrated software-as-a-service (SaaS) platform or as individual
solutions to capture high quality data from multiple pivot points
to enable real-time access for informed decision-making. As an
experienced leader, etrials has facilitated over 900 trials
involving more than 400,000 patients in 70 countries and has
participated in 42 studies that resulted in 14 approved new drug
applications and/or regulatory approvals. To learn more visit us at
www.etrials.com.
Important Information about the Tender Offer
This announcement and the description contained herein are for
informational purposes only and are not an offer to purchase or a
solicitation of an offer to sell securities of etrials. The tender
offer described herein has not yet been commenced. At the time the
tender offer is commenced, Bio-Imaging intends to file a
registration statement on Form S-4 and a tender offer statement on
a Schedule TO containing an offer to purchase, a letter of
transmittal and other related documents with the Securities and
Exchange Commission. At the time the tender offer is commenced,
etrials intends to file with the Securities and Exchange Commission
a solicitation/recommendation statement on Schedule 14D-9 and, if
required, will, file a proxy statement or information statement
with the Securities and Exchange Commission in connection with the
merger, the second step of the transaction, at a later date. Such
documents will be mailed to stockholders of record and will also be
made available for distribution to beneficial owners of common
stock of etrials. The solicitation of offers to buy common stock of
etrials will only be made pursuant to the offer to purchase, the
letter of transmittal and related documents. Stockholders are
advised to read the offer to purchase and the letter of
transmittal, the solicitation/recommendation statement, the proxy
statement, the information statement and all related documents, if
and when such documents are filed and become available, as they
will contain important information about the tender offer and
proposed merger. Stockholders can obtain these documents when they
are filed and become available free of charge from the Securities
and Exchange Commission�s website at http://www.sec.gov, or from
the information agent Bio-Imaging selects. In addition, copies of
the solicitation/recommendation statement, the proxy statement and
other filings containing information about etrials, the tender
offer and the merger may be obtained, if and when available,
without charge, by directing a request to etrials, or on etrials
corporate website at http://www.etrials.com.
Certain matters discussed in this press release are
"forward-looking statements" intended to qualify for the safe
harbors from liability established by the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements
include Bio-Imaging�s decision to enter into an agreement to
acquire etrials Worldwide, Inc., the ability of the parties to
complete the transaction 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 include risks
and uncertainties, including, but not limited to, the consummation
and the successful integration of the current and any proposed
acquisitions, the timing of projects due to the variability in
size, scope and duration of projects, estimates and guidance made
by management with respect to Bio-Imaging�s financial results,
backlog, critical accounting policies, regulatory delays, clinical
study results which lead to reductions or cancellations of
projects, and other factors, including general economic conditions
and regulatory developments, not within Bio-Imaging�s control. The
factors discussed herein and expressed from time to time in
Bio-Imaging�s filings with the Securities and Exchange Commission
could cause actual results and developments to be materially
different from those expressed in or implied by such statements.
The forward-looking statements are made only as of the date of this
press release, and Bio-Imaging undertakes no obligation to publicly
update such forward-looking statements to reflect subsequent events
or circumstance. You should review Bio-Imaging�s filings,
especially risk factors contained in the Form�10-K and its recent
SEC filings.
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