The acquisition is based on the offer price of 135 pence in cash for each ClinPhone share. The offer price represents a premium of 86% to the ClinPhone share price on the London stock exchange of 72.5 pence on February 14, 2008, the last business day before the start of the ‘offer period’ commencing on February 15, 2008 and ending on the date on which the acquisition becomes effective in accordance with its terms.
The acquisition values the entire issued ordinary share capital of ClinPhone at approximately GBP91 million. Parexel has arranged a $300 million facility with JPMorgan Chase Bank and Keybank National Association in order to fund the acquisition and costs related to the acquisition, and to refinance the existing debt of ClinPhone and Parexel.
The acquisition is expected to close in the first quarter of Parexel’s fiscal year 2009, or by September 30, 2008. Parexel expects that the acquisition will be dilutive to earnings in its financial year ending June 30, 2009.
Josef Rickenbach, chairman and CEO of Parexel, said: “We anticipate that this acquisition will bring the many technologies and capabilities of ClinPhone into the Parexel organization and advance our position as a clinical technology leader.”