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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

Offer and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, as soon as reasonably practicable after the completion of the Offer, Purchaser is expected to merge with and into PDGI (the "Merger"), with PDGI continuing as the surviving corporation and a wholly owned subsidiary of Parent. Given that the Offer and the Merger are each subject to a number of closing conditions, there can be no assurance that the Offer or the Merger will be completed on the expected dates.

The completion of the Offer will constitute a "Fundamental Change" under the terms of the Indenture for the Convertible Notes. Under the Indenture, in the event of a Fundamental Change prior to August 15, 2009, each holder of the Convertible Notes has the right to require PDGI, or its successor, to repurchase its Convertible Notes at a price equal to 100% of the principal amount outstanding, plus accrued and unpaid interest, plus a make-whole payment if certain thresholds are met. Since the price per share of the tender offer is $5.00, the holders of the Convertible Notes will not be entitled to a make-whole payment under the terms of the Indenture. Within 30 days following the Fundamental Change, PDGI, or its successor, will mail a notice, in accordance with the Indenture, to all holders indicating that a Fundamental Change has occurred and stating that the holders have the right described above.

This press release is being issued pursuant to the terms of the Indenture and, in connection with prior disclosure made by PDGI, is intended to give holders notice of the Anticipated Effective Date of the Fundamental Change. Given the uncertainty around the projected closing date of the Offer and the conditions applicable to the Offer and the Merger, the Company can not state with certainty if or when the Fundamental Change will occur. The Company does not anticipate that holders of the Convertible Notes will elect to convert becau
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SOURCE PharmaNet Development Group
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