BioClinica®, Inc. BIOC, a leading global provider of clinical trial
management solutions, today announced that it has entered into a definitive
agreement to be acquired by a holding company controlled by JLL Partners,
Inc., a leading private equity firm.
Simultaneously, JLL Partners announced that it has reached a definitive
agreement to acquire CoreLab Partners, Inc., a provider of medical imaging
solutions and cardiac safety services based in Princeton, N.J.
Following the proposed acquisitions, BioClinica and CoreLab Partners will be
merged to create a leading provider of medical imaging services and
best-in-class eClinical solutions for clinical trials. Ampersand Capital
Partners, which is the majority owner of CoreLab Partners, will also be a
significant investor in the combined company.
Mark L. Weinstein, currently President and CEO of BioClinica, will lead the
combined company.
Terms of the agreement
Under terms of the BioClinica agreement, the holding company will commence a
cash tender offer to purchase all of BioClinica's common stock at an offer
price of $7.25 a share, which results in an equity value of approximately $123
million. Any BioClinica shares not tendered in the offer will be acquired in a
second-step merger at the same cash price as paid in the tender offer. The
purchase price represents a premium of 23.2% over its average closing price
for the 90 days ended January 29, 2013, and 28.7% over the average price for
the 52-week period ended January 29, 2013. BioClinica's Board of Directors has
unanimously approved the definitive merger agreement and the transaction
contemplated hereby.
The transaction will be financed by an equity commitment from JLL Partners and
Ampersand Capital. It is subject to a valid tender of a majority of
BioClinica's common stock, regulatory approvals, and other customary
conditions. It is not subject to any financing conditions, nor is it subject
to the closing of the CoreLab Partners transaction. The parties expect the
tender offer to close before the end of this year's first quarter.
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