Market Snapshot
  • U.S.
  • Europe
  • Asia
Ticker Volume Price Price Delta
DJIA 16,408.54 -16.31 -0.10%
S&P 500 1,864.85 2.54 0.14%
NASDAQ 4,095.52 9.29 0.23%
Ticker Volume Price Price Delta
STOXX 50 3,155.81 16.55 0.53%
FTSE 100 6,625.25 41.08 0.62%
DAX 9,409.71 91.89 0.99%
Ticker Volume Price Price Delta
NIKKEI 14,509.12 91.59 0.64%
TOPIX 1,170.22 3.63 0.31%
HANG SENG 22,760.24 64.23 0.28%

BioClinica, Inc. and JLL Partners, Inc. Announce Successful Completion of Tender Offer



  BioClinica, Inc. and JLL Partners, Inc. Announce Successful Completion of
  Tender Offer

Business Wire

NEWTOWN, Pa. -- March 12, 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, today announced the successful completion of the tender offer
by BC Acquisition Corp. ("Purchaser"), a wholly-owned subsidiary of BioCore
Holdings, Inc. ("Parent"), each of which is an affiliate of JLL, for all of
the outstanding shares of common stock of BioClinica. Purchaser and Parent are
affiliates of JLL and one of the investment funds managed by JLL, JLL Partners
Fund VI, L.P. (the “Sponsor”).

Based on information provided by Computershare Trust Company, N.A., the
Depositary for the offer, as of the expiration of the offering period at 12:00
midnight New York City time, at the end of March 11, 2013, a total of
approximately 13,912,736 shares representing approximately 88.327% of the
outstanding shares of common stock of BioClinica (in addition to 2,252 shares
tendered under guaranteed delivery procedures), had been validly tendered and
not withdrawn. Purchaser has accepted for payment all shares validly tendered
in the offer.

JLL also announced that, to complete the acquisition of BioClinica, JLL will
effect, without prior notice to, or any action by, any other BioClinica
stockholder, a short-form merger in which Purchaser will merge with and into
BioClinica, with BioClinica surviving the merger and continuing as a direct
wholly owned subsidiary of Parent. JLL intends to exercise its option under
the merger agreement to purchase newly issued BioClinica shares in order to
ensure ownership of at least 90% of the outstanding BioClinica shares to
complete the short-form merger. In the merger, each of the remaining
untendered shares of BioClinica common stock (other than shares as to which
appraisal rights are properly demanded under Delaware law, if any) will be
converted into the right to receive the same $7.25 per BioClinica share net to
the seller in cash. The merger is expected to occur within the next several
days and a subsequent press release will be issued at that time. Following the
merger, BioClinica's common stock will cease to be traded on the NASDAQ Global
Market.

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.

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, 2012 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, as previously amended. 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
Sponsored Links
Advertisement
Advertisements
Sponsored Links
Advertisement