- Written communication relating to an issuer or third party (SC TO-C)
February 03 2009 - 5:16PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
TO
Tender
Offer Statement under Section 14(d)(1) or 13(e)(1)
of
the Securities Exchange Act of 1934
PHARMANET
DEVELOPMENT GROUP, INC.
(Name of
Subject Company (Issuer))
PDGI
ACQUISITION CORP.
(Offeror)
JLL
PHARMANET HOLDINGS, LLC
(Parent of Offeror)
JLL
PARTNERS FUND V, L.P.
JLL PARTNERS FUND
VI, L.P.
(Name of
Filing
Persons)
Common
Stock, par value $0.001 per share
(Title of
Class of Securities)
717148100
(CUSIP
Number of Class of Securities)
PDGI
Acquisition Corp.
c/o
JLL Partners, Inc.
450
Lexington Avenue, 31st Floor
New
York, NY 10017
Attention: Peter
M. Strothman
Tel:
212-286-8600
(Name,
Address and Telephone Number of Person Authorized
to
Receive Notices and Communications on Behalf of the filing person)
Copy
to:
Steven J.
Daniels, Esq.
One
Rodney Square
P.O. Box
636
Wilmington,
Delaware 19899
Tel:
302-651-3000
CALCULATION
OF FILING FEE
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Transaction
Valuation
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Amount
of Filing Fee
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$N/A
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$N/A
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o
Check
the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and
identify the filing with which the offsetting fee was previously paid. Identify
the previous filing by registration statement number, or the Form or Schedule
and the date of its filing.
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Amount
Previously Paid:
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N/A
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Filing
Party:
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N/A
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Form
or Registration No.
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N/A
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Date
Filed:
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N/A
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þ
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Check
the box if the filing relates solely to preliminary communications made
before the commencement of a tender
offer.
|
Check the
appropriate boxes below to designate any transactions to which the statement
relates:
þ
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third-party
tender offer subject to
Rule 14d-1.
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o
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issuer
tender offer subject to
Rule 13e-4.
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o
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going-private
transaction subject to
Rule 13e-3.
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o
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amendment
to Schedule 13D under
Rule 13d-2.
|
Check the
following box if the filing is a final amendment reporting the results of the
tender offer:
o
This filing
relates solely to preliminary communications made before the commencement of a
planned tender offer by PDGI Acquisition Corp. (the "Purchaser"), a
wholly-owned subsidiary of JLL PharmaNet Holdings, LLC (the "Parent"), for
all of the outstanding common stock, including the associated preferred share
purchase rights, of PharmaNet Development Group, Inc. (the "Company"), to
be commenced pursuant to the Agreement and Plan of Merger, dated February
3, 2009, among the Parent, the Purchaser and the Company. All of the
membership interests of the Parent are owned by JLL Partners Fund
V, L.P. and JLL Partners Fund VI, L.P.
The
exhibit is neither an offer to purchase nor solicitation of an offer to sell
securities. The tender offer for the outstanding shares of the Company's common
stock described in this filing has not commenced. At the time the offer is
commenced, the Purchaser will file a tender offer statement on Schedule TO
with the Securities and Exchange Commission, and the Company will file a
solicitation/recommendation statement on Schedule 14D-9, with respect to
the offer. The tender offer statement (including an offer to purchase, a related
letter of transmittal and other offer documents) and the
solicitation/recommendation statement will contain important information that
should be read carefully before any decision is made with respect to the tender
offer. Those materials will be made available to the Company's stockholders
at no expense to them. In addition, all of those materials (and all other offer
documents filed with the SEC) will be available at no charge on the SEC's
website:
www.sec.gov
.
Exhibit Index
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Exhibit
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Description
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99.1
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Press
Release dated February 3,
2009
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