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Kendle International Inc. Increases Consideration Amount for Tender Offer and Consent Solicitation for Convertible Notes
Date:6/17/2011

CINCINNATI, June 17, 2011 /PRNewswire/ -- Kendle International Inc. (Nasdaq: KNDL) ("Kendle"), announced today that it has increased the consideration amount offered for its cash tender offer and consent solicitation for any and all of its $142.5 million aggregate principal amount of outstanding 3.375% Convertible Senior Notes due 2012 (CUSIP No. 48880LAA5; ISIN No. US48880LAA52) (the "Notes").  The consideration for each $1,000.00 principal amount of Notes validly tendered and not validly withdrawn pursuant to the tender offer and consent solicitation was increased from $1,000.00 to $1,002.50, plus accrued and unpaid interest to, but not including, the payment date, which is expected to be promptly after the expiration date.  The tender offer and consent solicitation is being conducted in connection with the previously announced agreement of Kendle 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 8:00 am, 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
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