By Lisa Kerner
Charlotte, N.C., Feb. 3 - PharmaNet Development Group, Inc. agreed to be acquired by JLL Partners, Inc. in a $5.00-per-share cash tender offer that values PharmaNet's stock at approximately $100 million.
JLL's offer price is a significant premium to PharmaNet's closing price of $1.34 on Monday.
PharmaNet said its board of directors will recommend that stockholders tender their shares in the offer, which is expected to close by the end of the first quarter.
JLL, a New York private equity firm, will complete the acquisition of PharmaNet in a second-step merger following completion of the tender offer.
A $250 million equity commitment from JLL will be used to finance the transaction and to retire the $144 million principal amount of the Princeton, N.J., drug development services company's outstanding convertible notes.
The merger agreement provides termination rights for both parties and requires, under specified circumstances, that PharmaNet pay JLL a $6 million termination fee plus expenses up to $3 million, according to a form 8-K filed with the Securities and Exchange Commission.
UBS Investment Bank advised PharmaNet on the transaction.
In December, PharmaNet announced it was considering strategic alternatives, including a possible sale of the company.
| Acquirer: | JLL Partners, Inc.
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| Target: | PharmaNet Development Group, Inc.
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| Announcement date: | Feb. 3
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| Price per share: | $5.00
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| Termination fee: | $6 million
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| Expected closing: | Upon approvals
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| Stock price of target: | Nasdaq: PDGI: $1.34 on Feb. 2
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