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BioClinica®, Inc. (NASDAQ: BIOC), a leading global provider of clinical trial management solutions and JLL Partners, Inc. (“JLL”), a leading private equity investment firm, announced today that BC Acquisition Corp. (“Purchaser”), which is a wholly-owned subsidiary of BioCore Holdings, Inc. (“Parent”), each of which is an affiliate of JLL, has commenced a tender offer for all outstanding shares of BioClinica at a price of $7.25 per share net to the seller in cash. The offer is being made pursuant to a definitive merger agreement pursuant to which Parent will acquire BioClinica. Parent and Purchaser are affiliates of JLL Partners Fund VI, L.P. (the “Sponsor”), which is a private equity investment fund managed by JLL.
The Board of Directors of BioClinica has unanimously approved and declared advisable the merger agreement and the transactions contemplated thereby, including the tender offer, declared that the merger agreement and the transactions contemplated thereby, including the tender offer, are fair to and in the best interests of BioClinica’s stockholders, and recommended that BioClinica’s stockholders accept the offer and tender their shares pursuant to the offer.
The tender offer, if successful, will be followed by a second-step merger in which any shares of BioClinica not tendered into the offer will be converted into the right to receive the same per share consideration paid to BioClinica stockholders in the tender offer.
There is no financing condition for the tender offer. The tender offer is subject to certain conditions set forth in the Offer to Purchase referenced below, including a minimum share tender condition, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and other conditions described therein.
Unless the tender offer is extended, the tender offer and any withdrawal rights to which BioClinica’s stockholders may be entitled will expire at 12:00 midnight, New York City time at the end of Monday, March 11, 2013. Following the acceptance for payment of shares in the tender offer and completion of the transactions contemplated in the merger agreement, BioClinica will become a wholly-owned subsidiary of Parent.