BioClinica, CoreLab Partners to be acquired, merged

NEWTOWN, Pa.—BioClinica, Inc. has announced the signing of adefinitive agreement under which it will be acquired by a holding companycontrolled by private equity firm JLL Partners, Inc. In conjunction with theacquisition, JLL Partners also announced that it has established a definitiveagreement with CoreLab Partners, Inc., under which it will acquire thePrinceton, N.J.-based company.

"We are excited about the tremendous promise of thisbusiness combination given the strong fundamentals of each company and theoverall industry," Dan Agroskin, managing director of JLL Partners, said in apress release. "We will conservatively capitalize the combined business andlook forward to supporting its continued growth."

Per the terms of the agreement with BioClinica, the holdingcompany will commence a cash tender offer for the purchase of all BioClinica'scommon stock at $7.25 a share, for an approximate aggregate total of $123million. Any shares not tendered into the offer will be acquired in a second-stepmerger at the same share price as the tender offer, which represents a23.2-percent premium over BioClinica's average closing price for the 90 daysended Jan. 29, 2013, and a 28.7-percent premium over its 52-week average priceended Jan. 29, 2013. The board of directors of BioClinica has unanimouslyapproved the transaction, which is not subject to the CoreLab Partnersacquisition. The transaction is subject to a majority of the company's stockbeing tendered to the offer, as well as regulatory approvals and othercustomary closing conditions.

"After careful and thorough analysis, together with ourindependent advisors, the Strategic Committee of our board has endorsed thistransaction as being in the best interest of the company and our shareholders,"said David E. Nowicki, DMD, chairman of the board of directors of BioClinicaand chairman of its Strategic Committee. "We are pleased that the transactionappropriately recognizes the value of BioClinica as one of the leaders inproviding clinical trial management solutions to the pharmaceutical and medicaldevice industries, while providing our shareholders with immediate cashliquidity for their investment in BioClinica."

Once the acquisitions are complete, BioClinica and CoreLabPartners will be merged into a single company, providing both medical imagingservices and eClinical solutions for clinical trials. Ampersand CapitalPartners, the majority owner of CoreLab Partners, will be a leading investor inthe combined company, and the CoreLab Partners acquisition is contingent on theclosing of the BioClinica transaction. Following the deals' completion, Mark L.Weinstein, currently president and CEO of BioClinica, will head the mergedBioClinica and CoreLab Partners company.

"We are pleased to announce this transaction and lookforward to merging our company with CoreLab Partners and working with JLLPartners and Ampersand Capital to continue to expand our business," saidWeinstein in a statement. "The combined platform significantly enhances ourglobal scale, scientific expertise, and our prospects for accelerating the paceof innovation for customers. We are also delighted that this transaction comesat a time when our industry is poised for growth in demand for imaging andeClinical solutions."

"We're excited about the prospect of working withBioClinica, which has a great track record and reputation as a leader in thisindustry," Michael Woehler, Ph.D., CEO of CoreLab Partners, said in a pressrelease. "We look forward to contributing our deep scientific expertise, ourdiverse customer base, and our successful clinical trial experience. Together,we will offer our customers best-in-class solutions at an industry-leadingstandard of quality and service."

SOURCE:BioClinica press release