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Published on 7/25/2007 in the Prospect News Special Situations Daily.

PRA International enters into merger agreement with Genstar Capital

By Lisa Kerner

Charlotte, N.C., July 25 - Genstar Capital, LLC affiliates will acquire PRA International Inc. for $30.50 per share in a transaction valued at about $790 million.

PRA's board is recommending that its shareholders approve the deal. The company has a 50-day go-shop period to solicit proposals from third parties. A $7 million break-up fee payable by PRA to Genstar is included as part of the merger agreement.

The transaction is expected to close in the fourth quarter of 2007.

The per-share price is a 13% premium to PRA's closing price on July 24, and a 24% premium to the stock's average closing price for the three months ended July 24.

Genstar, a private equity firm, owns 12.8% of PRA's outstanding shares.

"We are pleased that this transaction appropriately recognizes the value of PRA as one of the world's leading global [contract research organizations] while providing our stockholders with an immediate cash premium for their investment in PRA," chairman of the special committee Armin M. Kessler said in a company news release.

Genstar said it expects to accelerate PRA's current growth trajectory.

PRA, a Reston, Va., clinical development company, was advised by Credit Suisse Securities (USA) LLC and Dewey Ballantine LLP. Genstar was advised by UBS Investment Bank and Latham & Watkins LLP.

Acquirer:Genstar Capital, LLC
Target:PRA International Inc.
Transaction total:$790 million
Price per share:$30.50
Break-up fee:$7 million
Announcement date:July 25
Expected closing:Fourth quarter
Stock price for target:Nasdaq: PRAI: $26.96 on July 24

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