Cash Tender Offer to Acquire BioClinica, Inc. at $7.25 Per Share Commenced by an Affiliate of JLL Partners, Inc.
BioClinica®, Inc. (NASDAQ: BIOC), a leading global provider of clinical
trial management solutions and JLL Partners, Inc. (“JLL”), a leading
private equity investment firm, announced today that BC Acquisition
Corp. (“Purchaser”), which is a wholly-owned subsidiary of BioCore
Holdings, Inc. (“Parent”), each of which is an affiliate of JLL, has
commenced a tender offer for all outstanding shares of BioClinica at a
price of $7.25 per share net to the seller in cash. The offer is being
made pursuant to a definitive merger agreement pursuant to which Parent
will acquire BioClinica. Parent and Purchaser are affiliates of JLL
Partners Fund VI, L.P. (the “Sponsor”), which is a private equity
investment fund managed by JLL.
The Board of Directors of BioClinica has unanimously approved and
declared advisable the merger agreement and the transactions
contemplated thereby, including the tender offer, declared that the
merger agreement and the transactions contemplated thereby, including
the tender offer, are fair to and in the best interests of BioClinica’s
stockholders, and recommended that BioClinica’s stockholders accept the
offer and tender their shares pursuant to the offer.
The tender offer, if successful, will be followed by a second-step
merger in which any shares of BioClinica not tendered into the offer
will be converted into the right to receive the same per share
consideration paid to BioClinica stockholders in the tender offer.
There is no financing condition for the tender offer. The tender offer
is subject to certain conditions set forth in the Offer to Purchase
referenced below, including a minimum share tender condition, the
expiration or termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and
other conditions described therein.
Unless the tender offer is extended, the tender offer and any withdrawal
rights to which BioClinica’s stockholders may be entitled will expire at
12:00 midnight, New York City time at the end of Monday, March 11, 2013.
Following the acceptance for payment of shares in the tender offer and
completion of the transactions contemplated in the merger agreement,
BioClinica will become a wholly-owned subsidiary of Parent.
The complete terms and conditions of the tender offer are set forth in
the Offer to Purchase, the Letter of Transmittal and other related
materials which Parent, Purchaser and the Sponsor have filed today with
the Securities and Exchange Commission (“SEC”). In addition, BioClinica
has filed with the SEC a Solicitation/Recommendation Statement on
Schedule 14D-9 relating to the tender offer. Copies of the Offer to
Purchase, Letter of Transmittal and other related materials, including
the Solicitation/Recommendation Statement, are available free of charge
from Innisfree M&A Incorporated, the information agent for the tender
offer at (888) 750-5834 (toll free). Computershare Trust Company, N.A.
is acting as depositary for the tender offer.
About BioClinica
BioClinica, Inc. is a leading global provider of integrated,
technology-enhanced clinical trial management solutions. BioClinica
supports pharmaceutical and medical device innovation with imaging core
lab, internet image transport, electronic data capture, interactive
voice and web response, clinical trial management, and clinical supply
chain forecasting and optimization solutions. BioClinica solutions
maximize efficiency and manageability throughout all phases of the
clinical trial process. With over 20 years of experience and more than
2,000 successful trials to date, BioClinica has supported the clinical
development of many new medicines from early phase trials through final
approval. The company operates state-of-the-art, regulatory
body-compliant imaging core labs on two continents, and supports
worldwide eClinical and data management services from offices in the
United States, Europe and Asia. For more information, please visit http://www.bioclinica.com.
About JLL Partners
JLL Partners is a leading New York-based private equity investment firm
with approximately $4 billion of capital under management. JLL Partners’
investment philosophy is to partner with outstanding management teams
and invest in companies that they can continue to grow into market
leaders. JLL Partners has invested in a variety of industries, with
special focus on the healthcare and pharmaceutical services industries.
For more information, please visit www.jllpartners.com.
Advisors
Morgan, Lewis & Bockius, LLP is acting as legal counsel to BioClinica.
Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal counsel to
JLL Partners.
Forward-Looking Statements
Certain statements made in this press release are “forward-looking
statements” intended to qualify for the safe harbors from liability
established by the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements may be identified by, among other
things, the use of forward-looking terminology such as “believes”,
“expects”, “may”, “should” or “anticipates” or the negative thereof or
other variations thereon or comparable terminology, or by discussions of
strategy that involve risks and uncertainties. Such forward-looking
statements include the decision by BioClinica, Inc. to enter into an
agreement to be acquired by the holding company controlled by JLL
Partners, the ability of BioClinica, Inc. and the holding company
controlled by JLL Partners to complete the transaction contemplated by
the definitive agreement, including the parties’ ability to satisfy the
conditions set forth in the merger agreement, and the possibility of any
termination of the definitive agreement. The forward-looking statements
contained in this press release are based on our current expectations,
and those made at other times will be based on our expectations when the
statements are made. Factors that could cause or contribute to such
differences include, but are not limited to, the expected timetable for
completing the proposed transaction; the risk and uncertainty in
connection with a strategic alternative process; financial results; the
demand for our services and technologies; growing recognition for the
use of independent medical image review services; trends toward the
outsourcing of imaging services in clinical trials; realized return from
our marketing efforts; increased use of digital medical images in
clinical trials; integration of our acquired companies and businesses;
expansion into new business segments; the success of any potential
acquisitions and the integration of current acquisitions; and the level
of our backlog are examples of such forward-looking statements; the
timing of revenues due to the variability in size, scope and duration of
projects; estimates made by management with respect to our critical
accounting policies; regulatory delays; clinical study results which
lead to reductions or cancellations of projects and other factors,
including general economic conditions and regulatory developments, not
within our control. Further information can be found in the risk factors
contained in the Annual Report of BioClinica, Inc. on Form 10-K for the
year ended December 31, 2011 and most recent filings. BioClinica, Inc.
does not undertake to update the disclosures made herein, and you are
urged to read our filings with the Securities and Exchange Commission.
Important Information about the Tender Offer
This announcement and the description contained herein are for
informational purposes only and are not an offer to purchase or a
solicitation of an offer to sell securities of BioClinica, Inc. The
tender offer described herein is being made pursuant to a Tender Offer
Statement on Schedule TO (including the Offer to Purchase, the related
Letter of Transmittal and other tender offer materials) filed by Parent,
Purchaser and the Sponsor with the SEC on February 11, 2013. In
addition, on February 11, 2013, BioClinica filed a
Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC
related to the tender offer. The Tender Offer Statement (and related
materials) and the Solicitation/Recommendation Statement contain
important information that should be read carefully before any decision
is made with respect to the tender offer. Those materials may be
obtained at no charge upon request to Innisfree M&A Incorporated, the
information agent for the tender offer at (888) 750-5834 (toll free).
Stockholders also can obtain these documents when they are filed and
become available (and all other offer documents filed with the SEC) free
of charge from the SEC’s website at http://www.sec.gov.
In addition, copies of the Tender Offer Statement (and related
materials) and the Solicitation/Recommendation Statement and other
filings containing information about BioClinica, Inc., the tender offer
and the merger may be obtained, if and when available, without charge,
by directing a request to BioClinica, Inc. Attention: Ted Kaminer, Chief
Financial Officer, at 826 Newtown-Yardley Rd., Newtown, PA 18940, or on
BioClinica’s corporate website at http://www.bioclinica.com.