- Amended Statement of Ownership: Solicitation (SC 14D9/A)
February 23 2009 - 5:07PM
Edgar (US Regulatory)
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9/A
(RULE 14d-101)
SOLICITATION/RECOMMENDATION
STATEMENT UNDER SECTION 14(d)(4)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Amendment No. 2
PHARMANET
DEVELOPMENT GROUP, INC.
(Name of Subject Company)
PHARMANET
DEVELOPMENT GROUP, INC.
(Name of Person(s) Filing Statement)
Common Stock, par value $0.001 per share, and
associated Preferred Share Purchase Rights
(Title of Class of Securities)
717148100
(CUSIP Number of Class of Securities)
Jeffrey P. McMullen
Chief Executive Officer
PharmaNet Development Group, Inc.
504 Carnegie Center
Princeton, New Jersey 08540
(609) 951-6800
(Name, Address and Telephone Number of Person
Authorized to Receive
Notices
and Communications on Behalf of the Person(s) Filing
Statement)
With copies
to:
Denis Segota
Emilio
Ragosa
Morgan, Lewis & Bockius LLP
502 Carnegie Center
Princeton, New Jersey 08540
(609) 919-6633
and
Charles M. Nathan
David Kurzweil
Latham & Watkins LLP
885 Third Avenue
New York, New York 10022
(212) 906-1200
o
Check the box if the
filing relates solely to preliminary communications made before the
commencement of a tender offer
This Amendment No. 2 (this Amendment No. 2) amends and
supplements the Schedule 14D-9 originally filed with the Securities and
Exchange Commission on February 12, 2009 (as amended from time to time,
the Schedule 14D-9) by PharmaNet Development Group, Inc., a
Delaware corporation (PharmaNet). The
Schedule 14D-9 relates to the tender offer which was commenced by PDGI
Acquisition Corp., a Delaware corporation (Purchaser), to purchase all
outstanding shares of common stock, par value $0.001 per share of 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 (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), copies of which are filed as Exhibits (a)(1)(A) and
(a)(1)(B) to the Schedule 14D-9, respectively. The Offer was 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 JLL PharmaNet Holdings, LLC, a Delaware limited liability company
(Purchasers sole stockholder), Purchaser and PharmaNet, a copy of which is
attached as Exhibit (e)(1) to the Schedule 14D-9.
The
information in this Amendment No. 2 is incorporated by reference to all of
the applicable items in the Schedule 14D-9, except that such information
is amended and supplemented to the extent specifically provided in this
Amendment No. 2.
You
should read this Amendment No. 2 together with the Schedule 14D-9.
Capitalized terms used but not defined herein shall have the meanings ascribed
to such terms in the Schedule 14D-9.
ITEM 8.
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ADDITIONAL INFORMATION
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Item 8 is hereby amended and supplemented by adding the following
under Litigation:
On February 18, 2009, the plaintiffs in the foregoing matters filed
amended complaints, motions to expedite discovery and motions to consolidate.
Both amended complaints added a claim that the Schedule 14D-9 filed by
PharmaNet with the SEC on February 12, 2009 failed to provide PharmaNets
stockholders with material information and/or provided them with materially
misleading information. In addition, Kanclers amended complaint also added a
claim for aiding and abetting a breach of fiduciary duty against Parent and
Purchaser.
While these lawsuits are at a preliminary stage, the Company intends to
vigorously defend them.
2
SIGNATURES
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.
Dated: February 23, 2009
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PHARMANET DEVELOPMENT GROUP, INC.
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By:
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/s/ John P. Hamill
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Name:
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John P. Hamill
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Title:
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EVP and Chief Financial Officer
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EXHIBIT INDEX
Exhibit No.
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Description
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(a)(1)(A)
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Offer to Purchase, dated February 12, 2009 (incorporated by
reference to Exhibit (a)(1)(A) to the Schedule TO filed by
Parent and Purchaser on February 12, 2009 (the Schedule TO)).
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(a)(1)(B)
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Form of Letter of Transmittal (incorporated by reference to
Exhibit (a)(1)(B) to the Schedule TO).
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(a)(1)(C)
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Form of Notice of Guaranteed Delivery (incorporated by reference
to Exhibit (a)(1)(C) to the Schedule TO).
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(a)(1)(D)
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Form of Letter to Brokers, Dealers, Banks, Trust Companies and
other Nominees (incorporated by reference to Exhibit (a)(1)(D) to
the Schedule TO).
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(a)(1)(E)
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Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees (incorporated by
reference to Exhibit (a)(1)(E) to the Schedule TO).
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(a)(1)(F)
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Internal Revenue Service Form W-9 (Request for Taxpayer
Identification Number and Certification), including instructions for
completing the form (incorporated by reference to
Exhibit (a)(1)(F) to the Schedule TO).
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(a)(1)(G)
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Information Statement Pursuant to Section 14(f) of the
Securities Exchange Act of 1934 and Rule 14f-1 thereunder*
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(a)(2)
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Letter to Stockholders from the Chief Executive Officer of the
Company, dated February 12, 2009.*
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(a)(5)(A)
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Summary Advertisement published in the
Wall Street Journal
on February 12, 2009
(incorporated by reference to Exhibit (a)(1)(I) to the Schedule TO).
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(a)(5)(B)
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Joint Press Release, dated February 3, 2009, of the Company and
Parent regarding execution of the Agreement and Plan of Merger (incorporated
by reference to Exhibit 99.1 to the Companys Current Report on
form 8-K filed on February 3, 2009).
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(a)(5)(C)
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Joint Press Release, dated February 12, 2009 of PharmaNet and
Parent (incorporated by reference to Exhibit (a)(1)(H) to the
Schedule TO).
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(e)(1)
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Agreement and Plan of Merger, dated as of February 3, 2009,
among Parent, Purchaser and the Company (incorporated by reference to
Exhibit 2.1 to the Companys Current Report on Form 8-K filed on
February 3, 2009).
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(e)(2)(A)
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Amended and Restated Employment Agreement, dated as of
December 16, 2008, effective as of December 31, 2008, by and between
the Registrant and Jeffrey P. McMullen (incorporated by reference to
Exhibit 10.1 to the Companys Form 8-K which was filed on
February 11, 2009).
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(e)(2)(B)
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Amended and Restated Employment Agreement, dated as of
December 31, 2008, by and between the Registrant and John P. Hamill
(incorporated by reference to Exhibit 10.2 to the Companys
Form 8-K which was filed on February 11, 2009).
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(e)(2)(C)
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Amended and Restated Employment Agreement, dated as of
December 31, 2008, by and between the Registrant and Thomas J.
Newman, M.D. (incorporated by reference to Exhibit 10.3 to the
Companys Form 8-K which was filed on February 11, 2009).
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(e)(2)(D)
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Amended and Restated Employment Agreement, dated as of
December 31, 2008, by and between the Registrant and Mark Di Ianni
(incorporated by reference to Exhibit 10.4 to the Companys
Form 8-K which was filed on February 11, 2009).
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(e)(2)(E)
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Amended and Restated Employment Agreement, dated as of
December 31, 2008, by and between the Registrant and Robin C. Sheldrick
(incorporated by reference to Exhibit 10.5 to the Companys
Form 8-K which was filed on February 11, 2009).
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(e)(3)
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Confidentiality Agreement, dated as of December 1, 2008, by and
between the Company and JLL Partners, Inc.*
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(g)(3)
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Section 262 of the Delaware General Corporation Law*
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* Previously filed with the
Schedule 14D-9.
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