CINCINNATI, May 6, 2011 /PRNewswire/ -- Kendle (Nasdaq:
KNDL), a leading, global full-service clinical research
organization, today announced the Company is postponing its Annual
Meeting of Shareholders due to its merger agreement with INC
Research, LLC. The annual meeting had been scheduled for
May 19, 2011, in Cincinnati, Ohio. Kendle announced
May 4, 2011, that it has signed a
merger agreement with INC Research. The merger transaction
requires the approval of Kendle's shareholders.
The annual meeting was postponed to provide shareholders
adequate information and time to review the proposed merger.
At a later date, Kendle's Board of Directors will establish a
new record date and meeting date for the annual meeting and the
Company will send a revised annual meeting notice and proxy
statement to shareholders.
Kendle believes it is appropriate to avoid the unnecessary cost
of holding both an annual meeting to address the five proposals
included in the Proxy Statement sent April
15, 2011, and another special shareholders' meeting to
approve the merger.
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 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 world's 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. 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 Kendle's 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 Kendle's 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 Kendle's
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.
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
Commission's 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, INC Research and their respective executive officers,
directors and other persons may be deemed to be participants in the
solicitation of proxies from Kendle's 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 Company's 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
Kendle's 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.
SOURCE Kendle International Inc.