PharmaNet Development Group Gives Notice of Anticipated Fundamental Change and Merger to Holders of Its Convert... ( PRINCETON N.J. March 17 /- PharmaNet ...)

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PharmaNet Development Group Gives Notice of Anticipated Fundamental Change and Merger to Holders of Its Convertible Notes

Date:3/17/2009

PRINCETON, N.J., March 17 /PRNewswire-FirstCall/ -- PharmaNet Development Group, Inc. (the "Company" , "PDGI" or "PharmaNet") (Nasdaq: PDGI), a leading provider of clinical development services to innovative pharmaceutical, biotechnology, generic drug and medical device companies, announced that, pursuant to the terms of the indenture (the "Indenture") governing its 2.25% convertible senior notes due 2024 (the "Convertible Notes"), it anticipates that a "Fundamental Change" (as such term is defined in the Indenture) may occur as early as March 20, 2009, subject to the satisfaction or waiver of a number of conditions (the "Anticipated Effective Date").

As previously announced on February 12, 2009, JLL PharmaNet Holdings, LLC, a Delaware limited liability company ("Parent"), through PDGI Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser"), commenced a tender offer for all outstanding shares of PharmaNet at a price of $5.00 per share, net to the seller in cash (the "Offer"). On March 13, 2009, the expiration date of the Offer was extended until March 19, 2009, subject to possible further extension. The Offer was commenced pursuant to the terms of an Agreement and Plan of Merger, dated as of February 3, 2009 (the "Merger Agreement"), by and among Parent, PDGI and Purchaser. Parent and Purchaser are affiliates of JLL Partners Fund V, L.P. and JLL Partners Fund VI, L.P. (together, the "Sponsors"), each of which is a private equity investment fund managed by JLL Partners, a leading private equity investment fund ("JLL").

As previously disclosed, the completion of the Offer is subject to the satisfaction or waiver of a number of conditions set forth in the Merger Agreement, as described in the Offer to Purchase distributed by Parent, Purchaser and the Sponsors. Following the completion of the
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PharmaNet Development Group Gives Notice of Anticipated Fundamental Change and Merger to Holders of Its Convert...( PRINCETON N.J. March 17 /- PharmaNet ...)