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INC Research

CRO for Drug and Device Development

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INC Research to Acquire Kendle International for $15.25 per Share in Cash

Under the terms of the agreement, INC Research will acquire all of the outstanding shares of Kendle for $15.25 per share in cash, representing a 60.5 percent premium over Kendle’s closing share price on May 4, 2011. This represents a premium of 51.3 percent over the 30-trading day average of Kendle’s closing price. The Board of Directors of Kendle unanimously approved the transaction, which is expected to close in the third quarter subject to approval by Kendle’s shareholders as well as satisfaction of customary closing conditions and regulatory approvals.

"Joining forces with INC Research is the right decision for our customers and shareholders. Combining our highly complementary assets will provide the scale and scope for the combined company to deliver outstanding global teams, therapeutic expertise and operational excellence for clinical trials of all sizes," said Kendle President and CEO, Stephen Cutler, PhD. "Because both companies are known for conducting high-quality clinical work and share a common culture based on excellent service delivery, we will be able to maintain a customer-centric focus on each individual project."

"The combination of INC Research and Kendle will enable us to deliver broader capabilities and reach a critical mass for the emerging drug development outsourcing and alliance partnership models," said James Ogle, CEO of INC Research. "Together, we bring complementary strengths and expand the breadth and depth of services and expertise that are most valuable to our customers."

The combination of INC Research and Kendle strengthens both businesses by creating a global CRO with significant therapeutic capability and geographic diversity. The combined company will rank among the top-tier CROs based on size and scale, and will be well positioned to handle large-scale global trials.

As a result of the proposed merger transaction, Kendle’s earnings release and conference call/webcast scheduled for Thursday, May 5, at 8 a.m. Eastern Time has been cancelled. In addition, Kendle’s Annual Meeting of Shareholders has been postponed from May 19, 2011, with a new date to be determined by Kendle’s Board of Directors.

In connection with the transaction, J.P. Morgan Securities LLC acted as Kendle’s financial advisor and Keating, Muething & Klekamp PLL acted as its legal advisor. Morgan Stanley & Co. Inc. acted as financial advisor and Weil Gotshal & Manges LLP acted as the legal advisor to INC Research.