Cash Tender Offer to Acquire BioClinica, Inc. at $7.25 Per Share Commenced by an Affiliate of JLL Partners, Inc.

  Cash Tender Offer to Acquire BioClinica, Inc. at $7.25 Per Share Commenced
  by an Affiliate of JLL Partners, Inc.

Business Wire

NEWTOWN, Pa. -- February 11, 2013

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.

Contact:

BioClinica, Inc.
Ted Kaminer, 267-757-3097
or
JLL Partners
Dan Agroskin, 212-210-9369
 
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