PDI to Sell Its Commercial Services Business to Publicis Healthcare Communications for Up to $32.5M Upfront, Contingent Payment

PDI, Inc.

and Publicis Healthcare Communications Group, part of Publicis Groupe

, have entered into a definitive asset purchase agreement under which PHCG will acquire PDI's Commercial Services business (CSO) for an initial cash payment at closing of up to approximately $33 million, $7 million of which is contingent upon securing certain CSO client commitments, plus an earnout payment based upon 2016 CSO revenue.  While there are no assurances that any earnout payment will be achieved, PDI expects the earnout payment to range from $5 million to $15 million if certain CSO client commitments are obtained. If earned, the earnout payment will be payable in April 2017. This transaction, which has been unanimously approved by the board of directors of both companies, is subject to PDI's stockholder approval and customary closing conditions. Stockholders representing approximately 46% percent of PDI's outstanding shares have agreed, subject to certain