UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE TO/A
Tender
Offer Statement under Section 14(d)(1) or 13(e)(1)
of
the Securities Exchange Act of 1934
(Amendment
No. 1)
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.
45
0 Lexington Avenue, 31st
Floor
New York, NY 10017
Attention: Peter M.
Strothman
Tel:
212-286-8600
(Name,
Address and Telephone Numbers of Person Authorized
to
Receive Notices and Communications on Behalf of Filing Persons)
Copy
to:
Steven J. Daniels,
Esq.
One Rodney Square
P.O. Box 636
Wilmington, Delaware
19899
Tel:
302-651-3000
CALCULATION
OF FILING FEE
Transaction
Valuation(1)
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Amount of Filing
Fee(2)
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$99,072,755
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$3,894
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(1)
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Estimated
solely for purposes of calculating the filing fee. The transaction value
was determined by multiplying the offer price of $5.00 net per share in
cash by 19,814,551, which is the sum of (i) 19,797,146 shares of common
stock, par value $0.001 per share, of PharmaNet Development Group, Inc.
("PharmaNet") outstanding as of February 2, 2009, as represented by
PharmaNet in the Merger Agreement (as defined herein) and (ii) 17,405
shares of common stock that PharmaNet expects to be issuable before the
expiration of the Offer in connection with outstanding Restricted Stock
Unit awards issued by PharmaNet, based on information provided by
PharmaNet.
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(2)
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The
filing fee was calculated in accordance with Rule 0-11 under the
Securities Exchange Act of 1934, as amended, by multiplying the
transaction value by 0.0000393.
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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: $3,894
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Filing
Party: PDGI Acquisition Corp., JLL PharmaNet Holdings, LLC, JLL Partners
Fund V, L.P. and JLL Partners Fund VI, L.P.
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Form
or Registration No.: Schedule TO
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Date
Filed: February 12, 2009
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Check
the box if the filing relates solely to preliminary communications made
before the commencement of a tender offer.
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Check
the appropriate boxes below to designate any transactions to which the
statement relates:
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third-party
tender offer subject to Rule 14d-1.
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issuer
tender offer subject to Rule 13e-4.
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going-private
transaction subject to Rule 13e-3.
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amendment
to Schedule 13D under Rule 13d-2.
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Check
the following box if the filing is a final amendment reporting the results
of the tender offer:
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This
Amendment No. 1 ("Amendment No. 1") amends the Tender Offer Statement on
Schedule TO (the "Schedule TO") filed with the Securities and Exchange
Commission on February 12, 2009, by PDGI Acquisition Corp., a Delaware
corporation ("Purchaser"), JLL PharmaNet Holdings, LLC, a Delaware limited
liability company and Purchaser's sole stockholder ("Parent"), JLL Partners Fund
V, L.P., a Delaware limited partnership ("JLL Fund V"), and JLL Partners Fund
VI, L.P., a Delaware limited partnership (together with JLL Fund V, the
"Sponsors"), which relates to the offer by Purchaser to purchase all outstanding
shares of common stock, par value $0.001 per share, of PharmaNet Development
Group, Inc., a Delaware corporation ("PharmaNet") and the associated rights to
purchase shares of Series A Junior Participating Preferred Stock, par value
$0.10 per share, of PharmaNet (collectively, the "Shares"), at a price of $5.00
per Share, net to the seller in cash, without interest and less any applicable
withholding taxes, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated February 12, 2009 (as it may be amended or supplemented
from time to time, the "Offer to Purchase") and the related Letter of
Transmittal (as it may be amended or supplemented from time to time, the "Letter
of Transmittal" and, together with the Offer to Purchase, the "Offer"), which
are annexed to, and filed with, the Schedule TO as Exhibits (a)(1)(A) and
(a)(1)(B), respectively. The Offer is being made in connection with
the Agreement and Plan of Merger, dated as of February 3, 2009 (as it may be
amended or supplemented from time to time, the "Merger Agreement"), by and among
Parent, Purchaser and PharmaNet, a copy of which is attached as Exhibit (d)(1)
to the Schedule TO, and is incorporated herein by reference with respect to Item
11 of this Amendment No. 1.
Purchaser
and Parent are affiliates of the Sponsors. This Amendment No. 1 is
being filed on behalf of Purchaser, Parent and the Sponsors.
Unless
otherwise indicated, references to sections in this Amendment No. 1 are
references to sections of the Offer to Purchase. The information set
forth in the Offer to Purchase, including Schedule I thereto, is hereby
incorporated by reference with respect to Item 11 of this Amendment No. 1, and
is supplemented by the information specifically provided herein. Except as
otherwise indicated, the information set forth in the Schedule TO remains
unchanged. All capitalized terms used in this Amendment No. 1 without
definition have the meanings ascribed to them in the Schedule TO or the Offer to
Purchase.
ITEM
11. ADDITIONAL INFORMATION.
Item
11 of the Schedule TO is hereby amended and supplemented as
follows:
Section
13 ("Conditions of the Offer") and Section 15 ("Certain Legal Matters") of the
Offer to Purchase are hereby amended and supplemented as follows:
The
following sentence is hereby added after the last paragraph of Section 13 and
after the last paragraph of the section entitled "Antitrust" in Section
15:
"On
February 17, 2009, Parent and the Company were notified by the Premerger
Notification Office of the FTC that early termination of the HSR waiting period
has been granted with respect to the Offer and the Merger, and that such waiting
period has terminated. Accordingly, the HSR Condition has been
satisfied."
SIGNATURE
After
due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and
correct.
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PDGI
Acquisition Corp.
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By:
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/s/
Paul S. Levy
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Name:
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Paul
S. Levy
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Title:
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President
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JLL
PharmaNet Holdings, LLC
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By:
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/s/
Paul S. Levy
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Name:
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Paul
S. Levy
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Title:
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President
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JLL
Partners Fund V, L.P.
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By:
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JLL
Associates V, L.P.
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Its:
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General
Partner
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By:
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JLL
Associates, G.P. V, L.L.C.
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Its:
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General
Partner
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By:
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/s/
Paul S. Levy
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Name:
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Paul
S. Levy
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Title:
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Managing
Member
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JLL
Partners Fund VI, L.P.
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By:
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JLL
Associates VI, L.P.
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Its:
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General
Partner
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By:
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JLL
Associates, G.P. VI, L.L.C.
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Its:
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General
Partner
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By:
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/s/
Paul S. Levy
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Name:
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Paul
S. Levy
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Title:
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Managing
Member
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Dated:
February 19, 2009
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