Bio-Imaging Technologies, Inc. (NASDAQ: BITI) (d/b/a
"BioClinica�) and etrials Worldwide, Inc. (NASDAQ: ETWC)
(�etrials�) jointly announce that, in response to an unsolicited
offer received by etrials from an unrelated third party, the
parties have executed an amended merger agreement, increasing the
value of the offer. 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 $0.62 in cash, which equates to a value of $1.35 per
share for etrials. (The $1.35 price for stockholders of etrials is
calculated by using the 20-trading day volume weighted average
price of Bio-Imaging common stock, which is approximately $3.68 per
share.) This compares with the original proposed agreement which
equated to a per share value of $0.9068, which was comprised of the
same amount of common and preferred stock, but increased the cash
portion from $0.15 in cash per share to $0.62 in cash per share.
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 20, 2009.
Mark L. Weinstein, President and Chief Executive Officer of
BioClinica said, "As we previously indicated, 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.�
M. Denis Connaghan, President and Chief Executive Officer of
etrials said, �I�m pleased that we are continuing to move forward
with this acquisition given its strategic fit and benefit to our
shareholders, customers and employees.�
The merger agreement continues to provide 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 amended
merger agreement describing the terms of the transaction.
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; provided, however, that statements
made in connection with the tender offer are not covered by the
safe harbors from liability established by the PSLRA. 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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