A Medical Device Daily
Bio-Imaging Technologies (Newton, Pennsylvania) and etrials Worldwide (Morrisville, North Carolina) jointly reported Bio-Imaging's intent to acquire etrials in a cash and stock deal valued at $10 million.
The proposed acquisition is expected to be consummated through a tender offer for all of the outstanding shares of etrials stock.
For each share of etrials stock, shareholders will receive 0.124 shares of newly issued Bio-Imaging common stock, 0.076 shares of newly issued Bio-Imaging preferred stock, and $0.15 in cash, which equates to a value of $0.9068 per share for etrials, representing a 27% premium to the average closing price for the past 30 days.
Stockholders owning nearly 33% of etrials outstanding shares have already agreed to tender their shares, and if needed, vote in favor of the approval of the merger agreement. Subject to customary closing conditions, and assuming a majority of etrials shares will be tendered pursuant to the tender offer, the tender offer is expected to expire on or about June 15, 2009.
etrials provides adaptive, web-based tools that work together to coordinate data capture, logistics, patient interaction and trial management.
Mark Weinstein, president/CEO of BioClinica said, "etrials is an excellent fit with our long-term corporate strategy. This addition instantly broadens our eClinical product offering while leveraging our global operations and brand reputation for quality client service. Together with our services-based approach, the combination enhances our existing relationships with customers from both companies and creates a new, stronger and stable partner for new pharma, biotech and medical device sponsors."
Weinstein continued, "The acquisition is anticipated to have a neutral effect on earnings per share from continuing operations in 2009 (excluding one-time charges related to the transaction), and be accretive to earnings per share in 2010. As a result of the transaction, we anticipate our combined 2009 service revenues, including the operating results of etrials from date of acquisition through Dec 31, 2009, to be in the range of $65 to $70 million, as compared to Bio-Imaging's previous guidance of $60 to $63 million, and reiterate Bio-Imaging's full year 2009 EPS, excluding one time charges related to the acquisition, of $0.23 to $0.25 per share."
M. Denis Connaghan, president/CEO of etrials said, "It has been our goal to move aggressively to deliver the best value to our customers and seize new opportunities for drug and medical device development. With the rapid growth of the eClinical market, we believe that becoming part of the BioClinica organization will enable us to deliver enhanced customer service, more rapidly capitalize on emerging trends in the marketplace and create greater value for our shareholders. By joining forces with BioClinica we believe we will help improve the accuracy, speed and safety of large-scale clinical trials with complex data requirements."
The merger agreement provides for Bio-Imaging to acquire etrials in a two-step transaction. The first step will consist of a tender offer for all outstanding shares of etrials common stock as described above. In the second step, the tender offer will be followed by a merger in which any untendered outstanding shares of etrials common stock will be converted into the right to receive the same consideration per share offered in the tender offer.