PharmaNet Development Group, Inc. (the "Company”) (NASDAQ: PDGI),
announced that it intends to commence today an offer to exchange all of
its outstanding $143,750,000 aggregate principal amount 2.25%
Convertible Senior Notes due 2024 (the "outstanding notes”), for
$115,000,000 aggregate principal amount of 8.0% Convertible Senior Notes
due 2014 (the "new notes”) and cash, as further described below. The new
notes will be a separate series of debt securities and have their own
CUSIP number.
The purpose of the exchange offer is to exchange the outstanding notes
for new notes with certain different terms. The new notes will have,
among other features, as compared to the outstanding notes (i) different
conversion rights and features, including an initial conversion price of
$6.05 per share as compared to a conversion price of $41.08 per share,
and physical settlement upon conversion rather than net share
settlement, (ii) a provisional redemption option pursuant to which the
Company may redeem the new notes at its option, at a price determined by
a pre-established formula, at any time prior to August 15, 2012, under
certain circumstances, (iii) an optional redemption right pursuant to
which the Company may redeem the new notes on or after August 15, 2012,
(iv) an optional repurchase right of the holders pursuant to which a
holder may put the new notes back to the Company at par plus accrued and
unpaid interest on August 15, 2012, as compared to August 15, 2009 with
respect to the outstanding notes, and (v) after the collateral effective
date, a second priority security interest on certain assets of the
Company’s domestic subsidiaries.
In accordance with the terms and subject to the conditions of the
exchange offer, for each validly tendered and accepted $1,000 principal
amount of outstanding notes, the Company is offering to exchange:
• $800 principal amount of its new notes, and
• $250 in cash.
The collateral effective date will be the earlier of (i) the date on
which our credit facility is terminated, so long as there are no amounts
outstanding under the credit facility as of such date, and (ii) the
effective date of an amendment to the provisions of our credit facility,
or the consent from our senior lenders, which shall permit the issuance
of the second-priority liens securing the new notes. It will be an event
of default under the new notes if the collateral effective date does not
occur on or prior to February 15, 2009. From the issuance date to the
collateral effective date, the new notes will be senior unsecured
obligations and will be equal in priority with the Company’s existing
and future unsecured indebtedness.
Based on discussions with certain holders of the outstanding notes prior
to commencing the exchange offer regarding the proposed terms and
conditions of the exchange offer, holders of approximately 57.0% of the
outstanding aggregate principal amount of the outstanding notes have
indicated their intention to tender their outstanding notes in
accordance with the terms of the exchange offer. A minimum of 56.5% of
the aggregate outstanding principal amount of the outstanding notes must
be validly tendered and not withdrawn prior to the expiration of the
exchange offer in order to consummate the exchange offer. The full terms
of the exchange offer, a description of the new notes and the
differences between the new notes and the outstanding notes and other
information relating to the exchange offer and the Company are explained
in a Registration Statement on Form S-4 and the included prospectus to
be filed with the Securities and Exchange Commission on November 20,
2008.
The exchange offer for the outstanding notes will expire at 11:59 p.m.,
New York City time, on Thursday, December 18, 2008, unless earlier
terminated or extended by the Company. Tendered outstanding notes may be
withdrawn at any time prior to 11:59 p.m., New York City time, on the
expiration date. The completion of the exchange offer is subject to the
conditions described in the documents related to the exchange offer.
Subject to applicable law, the Company may waive conditions applicable
to the exchange offer or extend, terminate or otherwise amend the
exchange offer.
The dealer manager for the exchange offer is UBS Investment Bank. The
exchange agent for the exchange offer is U.S. Bank National Association.
The information agent for the exchange offer is Morrow & Co., LLC. Any
questions regarding procedures for tendering the outstanding notes or
requests for additional copies of the prospectus and related documents,
which are available for free and which describe the exchange offer in
greater detail, may be directed to Morrow & Co., LLC, 470 West Avenue,
Stamford, CT 06902, phone (800) 662-5200 (banks and brokerage firms),
(800) 607-0088 (noteholders).
The Company urges investors to read the registration statement and
related exchange offer materials when they become available because they
contain important information. Holders of outstanding notes can obtain a
copy of the registration statement and other exchange offer materials
free of charge from the Securities and Exchange Commission’s website at www.sec.gov.
The Company’s board of directors is not making any recommendation to
holders of outstanding notes as to whether or not they should tender any
outstanding notes pursuant to the exchange offer. In addition, none of
the dealer manager, the information agent or the exchange agent are
making any such recommendation. A registration statement relating to
these securities will be filed with the Securities and Exchange
Commission but has not yet become effective. These securities may not be
sold nor may offers to buy be accepted prior to the time the
registration statement becomes effective.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sales of these
securities in any state or other jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or such other
jurisdiction.
About PharmaNet Development Group,
Inc.
PharmaNet Development Group, Inc., a global drug development services
company, provides a comprehensive range of services to the
pharmaceutical, biotechnology, generic drug and medical device
industries. The Company offers early and late stage consulting, Phase I
clinical studies and bioanalytical analyses, and Phase II, III and IV
clinical development programs. With approximately 2,500 employees and 41
facilities throughout the world, PharmaNet is a recognized leader in
outsourced clinical development. For more information, please visit our
website at www.pharmanet.com.
Forward-Looking Statements
Certain statements made in this press release are forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995 (the "Act"). Additionally, words such as "seek,"
"intend," "believe," "plan," "estimate," "expect," "anticipate" and
other similar expressions are forward-looking statements within the
meaning of the Act. Some or all of the results anticipated by these
forward-looking statements may not occur. Factors that could cause or
contribute to such differences include, but are not limited to, not
having sufficient funds to pay the principal due upon conversion of the
outstanding notes or to repurchase our outstanding notes, which we may
be required to do beginning in August 2009, the impact of the current
economic environment, the impact of our indebtedness on our financial
condition or results of operations and the terms of our outstanding
indebtedness limiting our activities, the impact of the investigation by
the US Securities and Exchange Commission, our limited insurance
coverage in connection with the settled securities class action and
derivative action and limited additional coverage for the derivative
actions and associated future legal fees, the impact of on-going tax
audits, our ability to generate new client contracts and maintain our
existing clients’ contracts, our evaluation of our backlog and the
potential cancellation of contracts, the possibility we under-price our
contracts or overrun cost estimates and the effect on our financial
results by failure to receive approval for change orders and by delays
in documenting change orders, our ability to implement our business
strategy, international economic, political and other risks that could
negatively affect our results of operations or financial position,
changes in outsourcing trends and regulatory requirements affecting the
branded pharmaceutical, biotechnology, generic drug and medical device
industries, the reduction of expenditures by branded pharmaceutical,
biotechnology, generic drug or medical device companies, actions or
inspections by regulatory authorities and the impact on our clients’
decisions to not to award future contracts to us or to cancel existing
contracts, the impact of healthcare reform, the fact that one or a
limited number of clients may account for a large percentage of our
revenues, the incurrence of significant taxes to repatriate funds, the
fluctuation of our operating results from period to period, our
assessment of our goodwill valuation, the impact of foreign currency
fluctuations, tax law changes in Canada or in other foreign
jurisdictions, investigations by governmental authorities regarding our
inter-company transfer pricing policies or changes to their laws in a
manner that could increase our effective tax rate or otherwise harm our
business, our lack of the resources needed to compete effectively with
larger competitors, our ability to continue to develop new assay methods
for our analytical applications, or if our current assay methods are
incorrect, our ability to compete with other entities offering
bioanalytical laboratory services, our potential liability when
conducting clinical trials, our handling and disposal of medical wastes,
failure to comply with applicable governmental regulations, the loss of
services of our key personnel and our ability to attract qualified
staff, the continued effectiveness and availability of our information
technology infrastructure, losses related to our self-insurance of our
employees’ healthcare costs in the US, our ability to attract suitable
investigators and volunteers for our clinical trials, the material
weaknesses relating to our internal controls, and risks and
uncertainties associated with discontinued operations.
Further information can be found in the Company’s risk factors contained
in its registration statement and the included prospectus, its Annual
Report on Form 10-K for the year ended December 31, 2007, and most
recent filings. The Company does not undertake to update the disclosures
made herein, and you are urged to read our filings with the Securities
and Exchange Commission.
Filed by PharmaNet Development Group, Inc. pursuant to Rule 425 under
the Securities Act of 1933 and deemed filed pursuant to Rule 13e-4 under
the Securities Exchange Act of 1934 Commission File No. 001-16119