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. 4)
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)
|
|
Amount of Filing
Fee(2)
|
$99,072,755
|
|
$3,894
|
_________________
(1)
|
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.
|
(2)
|
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.
|
■
|
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.
|
|
|
|
Amount
Previously Paid: $3,894
|
|
Filing
Party: PDGI Acquisition Corp., JLL PharmaNet Holdings, LLC, JLL Partners
Fund V, L.P. and JLL Partners Fund VI, L.P.
|
Form
or Registration No.: Schedule TO
|
|
Date
Filed: February 12, 2009
|
o
|
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:
|
■
|
third-party
tender offer subject to Rule 14d-1.
|
o
|
issuer
tender offer subject to Rule 13e-4.
|
o
|
going-private
transaction subject to Rule 13e-3.
|
o
|
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 Amendment No. 4 (“Amendment No.
4”) further amends the Tender Offer Statement on Schedule TO (the “Schedule TO”)
filed with the Securities and Exchange Commission on February 12, 2009, as
amended on February 19, 2009, February 23, 2009 and March 5, 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. 4.
Purchaser
and Parent are affiliates of the Sponsors. This Amendment No. 4 is
being filed on behalf of Purchaser, Parent and the Sponsors.
Unless
otherwise indicated, references to sections in this Amendment No. 4 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. 4, 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. 4 without definition have the meanings ascribed to them in the
Schedule TO or the Offer to Purchase.
This
Amendment No. 4 is filed solely for the following purposes: to provide
supplemental disclosure to the Schedule TO relating to certain foreign
regulatory filings, to announce the extension of the Expiration Date, to
supplement Item 12 with an additional exhibit and to provide supplemental
disclosure regarding the funding for the Offer.
ITEM
11.
|
ADDITIONAL
INFORMATION.
|
Item
11 of the Schedule TO is hereby amended and supplemented as
follows:
Section
15 (“Certain Legal Matters”) of the Offer to Purchase is hereby amended and
supplemented as follows:
On
page 67 of the Offer to Purchase, in the section entitled “Antitrust,” the
paragraph beginning “PharmaNet also conducts business outside of the United
States” is replaced with the following:
“PharmaNet
also conducts business outside of the United States. After a review
of information relating to the countries and businesses in which certain
entities affiliated with the Sponsors operate and Parent and Purchaser's
completion of further analysis of certain aspects of this information, as
well as a review of existing information relating to the countries and
businesses in which PharmaNet conducts business, Parent and Purchaser determined
that it was necessary to make a premerger notification to the German Federal
Cartel Office (the “FCO”) seeking approval of the Offer and the Merger for
purposes of compliance with applicable German competition law. The
premerger notification was submitted to the FCO on March 11,
2009. Purchaser does not intend to consummate the Offer until
approval from the FCO is received. See Section 13 – “
Conditions of the
Offer
.” If Parent and Purchaser do not receive approval from
the FCO on or prior to the Expiration Date, Parent and Purchaser may extend the
Expiration Date.”
Item 11 of the Schedule TO is
hereby amended and supplemented by adding the following text
thereto:
“On March 13, 2009, Parent issued
a press release announcing the premerger notification filing with the FCO and
that Purchaser has extended the Expiration Date of the Offer until 12:00
midnight
, New York
City time, on March 19, 2009. The full text of the press release is
attached as Exhibit (a)(5)(A) to the Schedule TO and is incorporated herein by
reference.”
Items 1
and 7 of the
Schedule
TO are
hereby amended and supplemented as follows:
The
“Summary Term Sheet” section of the Offer to Purchase is hereby amended and
supplemented as follows:
On page 4
of the Offer to Purchase, the following is added after the last sentence of the
answer to the question “Do You Have Financial Resources to Make
Payment?”:
“Pursuant
to an equity commitment letter delivered by the Sponsors to Parent
in connection with the execution of the Merger Agreement, the Sponsors have
agreed to purchase equity securities of Parent in an aggregate amount of up to
$250 million, the proceeds of which will be used by Parent to pay the
consideration payable to PharmaNet’s stockholders in the Offer and the
Merger, and (together with cash on hand at PharmaNet) to fund PharmaNet’s
repurchase obligations under the Convertible Notes. Pursuant to the
terms of this equity commitment letter, the Sponsors have the right to elect to
have one or the other Sponsor fund the full amount of this capital
commitment. The Sponsors have now elected to have JLL Fund
VI provide the full amount of capital required to be funded under
the equity commitment letter, and accordingly JLL Fund VI will be the exclusive
source of the funds needed for the purchase of Shares by Purchaser in the
Offer and the consideration payable in the Merger.”
Item 7 of
the Schedule TO is hereby amended and supplemented as follows:
Section
12 (
“
Source
and Amount of Funds
”
) of the Offer to
Purchase is hereby amended and supplemented as follows:
On page
64 of the Offer to Purchase, the following text is added after the last
paragraph of Section 12 (“Source and Amount of Funds”):
“Pursuant
to an equity commitment letter delivered by the Sponsors to Parent
in connection with the execution of the Merger Agreement, the Sponsors have
agreed to purchase equity securities of Parent in an aggregate amount of up to
$250 million, the proceeds of which will be used by Parent to pay the
consideration payable to PharmaNet’s stockholders in the Offer and the
Merger, and (together with cash on hand at PharmaNet) to fund PharmaNet’s
repurchase obligations under the Convertible Notes. Pursuant to the
terms of this equity commitment letter, the Sponsors have the right to elect to
have one or the other Sponsor fund the full amount of this capital
commitment. The Sponsors have now elected to have JLL Fund
VI provide the full amount of capital required to be funded under
the equity commitment letter, and accordingly JLL Fund VI will be the exclusive
source of the funds needed for the purchase of Shares by Purchaser in the
Offer and the consideration payable in the Merger.”
Item
12 of the Schedule TO is hereby amended and restated in its entirety to read as
follows:
(a)(1)(A)*
|
Offer
to Purchase, dated February 12, 2009
|
(a)(1)(B)*
|
Form
of Letter of Transmittal
|
(a)(1)(C)*
|
Form
of Notice of Guaranteed Delivery
|
(a)(1)(D)*
|
Form
of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees
|
(a)(1)(E)*
|
Form
of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees
|
(a)(1)(F)*
|
Internal
Revenue Service Form W-9 (Request for Taxpayer Identification Number and
Certification), including instructions for completing the
form
|
(a)(1)(G)*
|
Joint
Press Release, dated February 3, 2009, of PharmaNet and Parent
(incorporated by reference to Exhibit 99.1 to the Current Report on Form
8-K filed by PharmaNet with the Securities and Exchange Commission on
February 3, 2009)
|
(a)(1)(H)*
|
Joint
Press Release, dated February 12, 2009, of PharmaNet and
Parent
|
(a)(1)(I)*
|
Form
of summary advertisement, published February 12, 2009 in The Wall Street
Journal
|
(a)(5)*
|
Section
262 of the DGCL
|
(a)(5)(A)
|
Press
Release, dated March 13, 2009, of Parent
|
(d)(1)*
|
Agreement
and Plan of Merger, dated as of February 3, 2009, by and among Parent,
Purchaser and PharmaNet (incorporated by reference to Exhibit 2.1 to the
Current Report on Form 8-K filed by PharmaNet with the Securities and
Exchange Commission on February 3, 2009)
|
(d)(2)*
|
Confidentiality
Agreement, dated as of December 1, 2008, by and between JLL Partners, Inc.
and PharmaNet
|
*-
Filed previously
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.
|
By:
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/s/
Paul S. Levy
|
|
|
Name:
|
Paul
S. Levy
|
|
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Title:
|
President
|
|
|
|
|
|
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JLL
PharmaNet Holdings, LLC
|
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By:
|
/s/
Paul S. Levy
|
|
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Name:
|
Paul
S. Levy
|
|
|
Title:
|
President
|
|
|
|
|
|
|
JLL
Partners Fund V, L.P.
|
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By:
|
JLL
Associates V, L.P.
|
|
|
Its:
|
General
Partner
|
|
|
|
|
|
|
By:
|
JLL
Associates, G.P. V, L.L.C.
|
|
|
Its:
|
General
Partner
|
|
|
|
|
|
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By:
|
/s/
Paul S. Levy
|
|
|
Name:
|
Paul
S. Levy
|
|
|
Title:
|
Managing
Member
|
|
|
|
|
|
|
|
|
JLL
Partners Fund VI, L.P.
|
|
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By:
|
JLL
Associates VI, L.P.
|
|
|
Its:
|
General
Partner
|
|
|
|
|
|
|
By:
|
JLL
Associates, G.P. VI, L.L.C.
|
|
Its:
|
General
Partner
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
Paul S. Levy
|
|
|
Name:
|
Paul
S. Levy
|
|
|
Title:
|
Managing
Member
|
|
|
|
|
|
Dated:
March 13, 2009
EXHIBIT
INDEX
The
Exhibit Index is hereby amended and restated in its entirety as
follows:
(a)(1)(A)*
|
Offer
to Purchase, dated February 12, 2009
|
(a)(1)(B)*
|
Form
of Letter of Transmittal
|
(a)(1)(C)*
|
Form
of Notice of Guaranteed Delivery
|
(a)(1)(D)*
|
Form
of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees
|
(a)(1)(E)*
|
Form
of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees
|
(a)(1)(F)*
|
Internal
Revenue Service Form W-9 (Request for Taxpayer Identification Number and
Certification), including instructions for completing the
form
|
(a)(1)(G)*
|
Joint
Press Release of PharmaNet, dated February 3, 2009, of PharmaNet and
Parent (incorporated by reference to Exhibit 99.1 to the Current Report on
Form 8-K filed by PharmaNet with the Securities and Exchange Commission on
February 3, 2009)
|
(a)(1)(H)*
|
Joint
Press Release, dated February 12, 2009, of PharmaNet and
Parent
|
(a)(1)(I)*
|
Form
of summary advertisement, published February 12, 2009 in The Wall Street
Journal
|
(a)(5)*
|
Section
262 of the DGCL
|
(a)(5)(A)
|
Press
Release, dated March 13, 2009, of Parent
|
(d)(1)*
|
Agreement
and Plan of Merger, dated as of February 3, 2009, by and among Parent,
Purchaser and PharmaNet (incorporated by reference to Exhibit 2.1 to the
Current Report on Form 8-K filed by PharmaNet with the Securities and
Exchange Commission on February 3, 2009)
|
(d)(2)*
|
Confidentiality
Agreement, dated as of December 1, 2008, by and between JLL Partners, Inc.
and PharmaNet
|
*
- Filed previously
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