CINCINNATI, June 6, 2011 /PRNewswire/ -- Kendle
(Nasdaq: KNDL) ("Kendle"), a leading, global full-service clinical
research organization (CRO), today announced it is commencing a
cash tender offer and consent solicitation for any and all of its
$142.5 million aggregate principal
amount of outstanding 3.375 percent Convertible Senior Notes due
2012 (CUSIP No. 48880LAA5; ISIN No. US48880LAA52) (the "Notes").
The tender offer and consent solicitation is being conducted
in connection with the previously announced agreement of Kendle
International Inc. to be merged with Triangle Two Acquisition
Corp., an Ohio corporation and
newly formed subsidiary of INC Research, LLC, a Delaware limited liability company ("INC")
(the "Merger"). Completion of the tender offer and consent
solicitation is not a condition to completion of the Merger.
However, the tender offer and consent solicitation is itself
subject to the satisfaction of certain conditions, including the
satisfaction of the conditions precedent to the Merger as set forth
in the Agreement and Plan of Merger dated as of May 4, 2011, by and among Kendle, INC and
Triangle Two Acquisition Corp. and the receipt of consents of the
noteholders representing a majority of the outstanding principal
amount of the notes.
The tender offer and consent solicitation with respect to the
Notes will expire at 8 a.m.
New York City time, on
July 6, 2011, unless extended or
earlier terminated by Kendle. If Kendle makes a material
change in the terms of the offer or consent solicitation or the
information concerning the offer or consent solicitation, it will
then disseminate additional offering materials and extend the offer
or, if applicable, consent solicitation, to the extent required by
law.
The consideration for each $1,000
principal amount of Notes validly tendered and not validly
withdrawn pursuant to the tender offer and consent solicitation is
$1,000.00, plus accrued and unpaid
interest to, but not including, the payment date, which is expected
to be promptly after the expiration date.
Holders tendering their Notes will be required to consent to the
proposed amendment to the indenture governing the Notes, which
would eliminate the reporting covenant in the indenture. The
tender offer and consent solicitation is being made pursuant to the
terms and conditions set forth in the Offer to Purchase and Consent
Solicitation Statement dated June 6,
2011 for the Notes and the related Letter of Transmittal and
Consent (together with the Offer to Purchase and Consent
Solicitation Statement, "Offer Documents").
Kendle has retained Morgan Stanley & Co. LLC ("Morgan
Stanley") to act as dealer manager in connection with the tender
offer and consent solicitation. Questions about the tender
offer and consent solicitation may be directed to Morgan Stanley at
(800) 624–1808 (toll free) or (212) 761–1941 (collect).
Copies of the Offer Documents and other related documents may
be obtained from Global Bondholder Services Corporation, the
information agent for the tender offer and consent solicitation, at
(866) 470−4300 (toll free) or (212) 430−3774 (for banks and brokers
only).
The tender offer and consent solicitation is being made solely
pursuant to the applicable Offer Documents, which set forth the
complete terms of the tender offer and consent solicitation.
Holders should also read the Schedule TO that Kendle filed
today with the U.S. Securities and Exchange Commission (the "SEC").
Under no circumstances shall this press release constitute an
offer to purchase or the solicitation of an offer to sell the Notes
or any other Kendle securities. This press release also is
not a solicitation of consents to the proposed amendment to the
indenture. No recommendation is made as to whether holders of
the securities should tender their securities or give their
consent.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any security and shall not
constitute an offer, solicitation or sale of any securities in any
jurisdiction in which such offering, solicitation or sale would be
unlawful.
About Kendle
Kendle International Inc. (Nasdaq: KNDL) is a leading global
clinical research organization providing the full range of early-
to late-stage clinical development services for the world's
biopharmaceutical industry. Kendle's focus is on innovative
solutions that reduce cycle times for its customers and accelerate
the delivery of life-enhancing products to market for the benefit
of patients worldwide. As one of the world's largest global
providers of Phase I-IV services, Kendle offers experience spanning
more than 100 countries, along with industry-leading patient access
and retention capabilities and broad therapeutic expertise, to meet
its customers' clinical development challenges. For more
information, please visit www.kendle.com.
Forward Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995, including, but not limited to, statements relating to the
proposed Merger between Kendle and INC, as defined above, and the
expected timing and completion of the transaction. Words such as
"anticipate," "believe," "plan," "estimate," "expect," "intend,"
"will," "should," "may," and other similar expressions are intended
to identify forward-looking statements. Such statements are based
upon the current beliefs and expectations of Kendle's management
and involve a number of significant risks and uncertainties, many
of which are difficult to predict and are generally beyond the
control of Kendle. Actual results may differ materially from the
results anticipated in these forward-looking statements. There can
be no assurance as to the timing of the closing of the transaction,
or whether the transaction will close at all. The following
factors, among others, could cause or contribute to such material
differences: the ability to obtain the approval of the transaction
by Kendle's shareholders; the ability to obtain required regulatory
approvals of the transaction or to satisfy other conditions to the
transaction on the terms and expected timeframe or at all;
transaction costs; economic conditions; a material adverse change
in the business, assets, financial condition or results of
operations of Kendle; and the effects of disruption from the
transaction making it more difficult to maintain relationships with
employees, customers or other business partners. Additional factors
that could cause Kendle's results to differ materially from those
described in the forward-looking statements can be found in the
periodic reports filed with the Securities and Exchange Commission
and in the proxy statement Kendle has filed with the Securities and
Exchange Commission and mailed to its shareholders with respect to
the proposed transaction, which are or will be available at the
Securities and Exchange Commission's web site (http://www.sec.gov)
at no charge. Kendle assumes no responsibility to update any
forward-looking statements as a result of new information or future
developments except as expressly required by law. All
subsequent written and oral forward-looking statements attributable
to Kendle, or persons acting on Kendle's behalf, are expressly
qualified in their entirety by these cautionary statements.
SOURCE Kendle International Inc.