1
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell Shares (as defined below). The Offer (as defined below) is made
solely by the Offer to Purchase, dated March 5, 2001, and the related Letter of
Transmittal (and any amendments or supplements thereto) and is not being made to
(nor will tenders be accepted from or on behalf of) holders of Shares in any
jurisdiction in which the making of the Offer or the acceptance of Shares would
not be in compliance with the laws of such jurisdiction. In any jurisdiction in
which the securities, blue sky or other laws require the Offer to be made by a
licensed broker or dealer, the Offer shall be deemed to be made on behalf of
Purchaser (as defined below) by Bear, Stearns & Co. Inc., the Dealer Manager for
the Offer, or one or more registered brokers or dealers licensed under the laws
of such jurisdiction.
NOTICE OF OFFER TO PURCHASE FOR CASH ALL OF THE OUTSTANDING SHARES OF COMMON
STOCK OF CLINTRIALS RESEARCH INC.
AT
$6.00 NET PER SHARE
BY
INDIGO ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
INVERESK RESEARCH (CANADA) INC.
A WHOLLY OWNED SUBSIDIARY OF
INVERESK RESEARCH GROUP LIMITED
Indigo Acquisition Corp., a Delaware corporation ("Purchaser"), which is a
wholly owned subsidiary of Inveresk Research (Canada) Inc., a corporation
organized under the laws of Canada ("Inveresk Canada"), which, in turn, is a
wholly owned subsidiary of Inveresk Research Group Limited, a company organized
under the laws of Scotland ("Parent"), is offering to purchase all of the
outstanding shares of common stock, par value $0.01 per share (the "Shares"), of
ClinTrials Research Inc., a Delaware corporation (the "Company"), at $6.00 per
Share, net to the seller in cash (less any required withholding taxes), without
interest, on the terms and subject to the conditions set forth in the Offer to
Purchase, dated March 5, 2001, and in the related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute the
"Offer"). Tendering stockholders who have Shares registered in their names and
who tender directly to SunTrust Bank (the "Depositary") will not be obligated to
pay brokerage fees or commissions or, except as set forth in the Letter of
Transmittal, transfer taxes on the purchase of Shares by Purchaser pursuant to
the Offer. Stockholders who hold their Shares through a broker or bank or other
nominee should consult such institution as to whether it charges any service
fees. The purpose of the Offer is for Parent, indirectly through Purchaser, to
acquire a majority voting interest in the Company as the first step in a
business combination. Following the consummation of the Offer, Purchaser intends
to effect the Merger (as defined below).
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON MONDAY, APRIL 2, 2001, UNLESS THE OFFER IS EXTENDED.
The Offer is conditioned upon, among other things, (a) a number of Shares
being validly tendered and not withdrawn on the applicable expiration date (as
defined below) that, together with any Shares owned by Parent or any of its
affiliates (including Purchaser) represents at least a majority of the total
number of all outstanding Shares plus all Shares issuable upon exercise of
options and other similar rights to purchase Shares (the "Minimum Condition")
and (b) the receipt of approvals required by or the expiration or termination of
the applicable waiting periods under United States and European Antitrust and
Competition Laws. The Offer is also subject to the satisfaction or waiver of
certain other conditions. See Sections 1 and 13 of the Offer to Purchase.
The Offer is being made pursuant to the Agreement and Plan of Merger,
dated as of February 22, 2001 (the "Merger Agreement"), by and among Parent,
Purchaser and the Company which provides that, among other things, Purchaser
will make the Offer and that as soon as practicable after completion of the
Offer, receipt of any required approval by the Company's stockholders of the
Merger Agreement and the satisfaction or waiver of the other conditions set
forth in the Merger Agreement, Purchaser will be merged with and into the
Company in accordance with the relevant provisions of the General Corporation
Law of the State of Delaware (the "DGCL"), with the Company continuing as the
surviving corporation (the "Merger"). At the effective time of the Merger (the
"Effective Time"), each then outstanding Share not owned by Parent or any of its
affiliates or held in treasury by the Company or any subsidiary of the Company,
all of which will be canceled and retired and will cease to exist (other than
Shares held by stockholders of the Company who properly exercise dissenters'
rights under the applicable provisions of the DGCL), will be converted into the
right to receive the price per Share paid pursuant to the Offer, without
interest, as set forth in the Merger Agreement and described in the Offer to
Purchase (the "Merger Consideration"). Simultaneously with entering into the
Merger Agreement, Purchaser and Parent entered into a Stockholders Agreement
(the "Stockholders Agreement") with certain stockholders of the Company pursuant
to which, among other things, such stockholders have agreed to tender their
Shares pursuant to the Offer. The stockholders that are parties to the
Stockholders Agreement collectively own approximately 21% of all outstanding
Shares as of February 22, 2001. The Merger Agreement and the Stockholders
Agreement are more fully described in the Offer to Purchase.
The Board of Directors of the Company, at a meeting held on February 22,
2001, by unanimous vote, determined that the terms of the Offer and the Merger
are fair to and in the best interests of the Company and the Company's
stockholders, approved the Merger and the other transactions contemplated by the
Merger Agreement and approved the Merger Agreement. The Board of Directors
unanimously recommends that the Company's stockholders accept the Offer, tender
their Shares in the Offer and, if required under DGCL or the Company's
Certificate of Incorporation or Bylaws, vote to adopt the Merger Agreement.
2
For purposes of the Offer, Purchaser will be deemed to have accepted for
payment pursuant to the Offer, and thereby purchased, Shares properly tendered
and not properly withdrawn as, if and when Purchaser gives oral or written
notice to the Depositary of Purchaser's acceptance for payment of such Shares.
On the terms and subject to the conditions of the Offer, payment for Shares
accepted for payment pursuant to the Offer will be made by deposit of the
purchase price for those Shares with the Depositary, which will act as agent for
the tendering stockholders for the purpose of receiving payment from Purchaser
and transmitting such payment to tendering stockholders. In all cases, payment
for Shares accepted for payment pursuant to the Offer will be made only after
timely receipt by the Depositary of (i) certificates for those Shares or timely
confirmation of a book-entry transfer of such Shares into the Depositary's
account at the Book-Entry Transfer Facility (as defined in the Offer to
Purchase), pursuant to the procedure set forth in Section 2 of the Offer to
Purchase, (ii) the Letter of Transmittal or a manually signed facsimile of the
Letter of Transmittal, properly completed and duly executed with any required
signature guarantees or, in the case of a book-entry transfer, an Agent's
Message (as defined in the Offer to Purchase), and (iii) any other documents
required by the Letter of Transmittal. Under no circumstances will Purchaser pay
interest on the purchase price of Shares regardless of any extension of the
Offer or of any delay in paying for Shares.
Subject to the applicable rules and regulations of the Securities and
Exchange Commission and to applicable law, Purchaser may (i) extend and
re-extend the Offer on one or more occasions for such period as may be
determined by Purchaser in its sole discretion (each such extension period not
to exceed 20 business days at a time), if at the then scheduled Expiration Date
(as defined below) any of the conditions to Purchaser's obligations to accept
for payment and pay for Shares are not satisfied or waived, (ii) extend and
re-extend the Offer for any period required by any rule, regulation,
interpretation or position of the Securities and Exchange Commission or the
staff thereof applicable to the Offer and (iii) extend and re-extend the Offer
on one or more occasions for an aggregate period of not more than 15 business
days if the Minimum Condition has been satisfied but less than 90% of the total
number of all outstanding Shares plus all Shares issuable upon exercise of
options and other similar rights to purchase Shares has been validly tendered
and not properly withdrawn as of the Expiration Date; provided, however, that if
Purchaser elects to extend the Offer for this reason, then all remaining
conditions to the Offer will be deemed to be irrevocably waived, except for the
Minimum Condition and except insofar as the conditions relate to or are based
upon (x) the illegality of the consummation of the Offer or the Merger; (y)
breach by the Company of any covenant contained in the Merger Agreement; or (z)
failure of any representation or warranty made by the Company in the Merger
Agreement to be true and correct as of the date of the Merger Agreement. Any
such extension will be followed by a public announcement thereof no later than
9:00 a.m., New York City time, on the next business day after the previously
scheduled Expiration Date. The term "Expiration Date" means 12:00 Midnight, New
York City time, on April 2, 2001, unless Purchaser, in accordance with the terms
of the Merger Agreement, extends the period of time for which the Offer is open,
in which event the term "Expiration Date" shall mean the latest time and date at
which the Offer, as so extended by Purchaser, will expire.
Subject to the terms of the Merger Agreement and the applicable rules and
regulations of the Securities and Exchange Commission, Purchaser expressly
reserves the right, in its sole discretion, at any time or from time to time, to
extend the offering period by giving oral or written notice of such extension to
the Depositary. During any such extension of the offering period, all Shares
previously tendered and not withdrawn will remain subject to the Offer, subject
to the right of a tendering stockholder to withdraw that stockholder's Shares.
Subject to the applicable rules and regulations of the Securities and Exchange
Commission and the terms of the Merger Agreement, Purchaser also expressly
reserves the right, in its sole discretion, at any time or from time to time, to
(i) delay acceptance for payment of or payment for, any tendered Shares not
theretofore accepted for payment or paid for, (ii) amend the Offer upon the
failure of any of the conditions specified in the Merger Agreement and (iii)
waive any condition (other than the Minimum Condition) and to modify or change
any other term or condition of the Offer, by giving oral or written notice of
such delay, amendment, waiver, modification or change to the Depositary. Unless
previously approved by the Company, no term or condition of the Offer may be
modified or changed which decreases the price per Share payable in the Offer,
changes the form of consideration payable in the Offer (other than by adding
consideration), changes the Minimum Condition, limits the number of Shares
sought in the Offer, changes the material conditions to the Offer in a manner
adverse to the holders of the Shares or imposes additional material conditions
to the Offer. On the terms and subject to the conditions of the Offer
(including, if the Offer is extended or amended, the terms and conditions of any
such extension or amendment), promptly after expiration of the Offer, Purchaser
will accept for payment and will pay for, all Shares validly tendered during the
offering period and not withdrawn pursuant to the Offer that Purchaser is
permitted to accept and pay for under applicable law. Purchaser confirms that
its reservation of the right to delay payment for Shares which it has accepted
for payment is limited by Rule 14e-1(c) under the Exchange Act, which requires
that a tender offeror pay the consideration offered or return the tendered
securities promptly after the termination or withdrawal of a tender offer.
Except as otherwise provided below and in Section 4 of the Offer to
Purchase, tenders of Shares made pursuant to the Offer are irrevocable. Shares
tendered pursuant to the Offer may be withdrawn at any time prior to the
Expiration Date and, unless theretofore accepted for payment pursuant to the
Offer, also may be withdrawn at any time after May 4, 2001. For a withdrawal of
Shares tendered pursuant to the Offer to be effective, a written facsimile
transmission notice of withdrawal must be timely received by the Depositary at
one of its addresses set forth on the back cover of the Offer to Purchase and
must specify the name of the person having tendered the Shares to be withdrawn,
the number of Shares to be withdrawn and the name in which the certificates
representing such Shares are registered if different from that of the person who
tendered the Shares. If certificates evidencing Shares to be withdrawn have been
delivered or otherwise identified to the Depositary, then, prior to the physical
release of such certificates, the serial number shown on such certificates must
be submitted to the Depositary and, unless such Shares have been tendered for
the account of an Eligible Institution (as defined in the Offer to Purchase),
the signatures on the notice of withdrawal must be guaranteed by an Eligible
Institution. If Shares have been delivered pursuant to the procedures for
book-entry transfer set forth in Section 3 of the Offer to Purchase, any notice
of withdrawal must also specify the name and number of the account at the
Book-Entry Transfer Facility to be credited with the withdrawn Shares and
otherwise comply with the Book-Entry Transfer Facility's procedures. Withdrawals
of tendered Shares may not be rescinded, and any Shares properly withdrawn will
be deemed not to have been validly tendered for purposes of the Offer. Withdrawn
Shares, however, may be re-tendered by following one of the procedures described
in Section 3 of the Offer to Purchase at any time prior to the Expiration Date
or prior to the expiration of any subsequent offering period. Under the Merger
Agreement and pursuant to Rule 14d-11 under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), Purchaser may, subject to certain conditions,
elect to provide a subsequent offering period following the Expiration Date. If
on the Expiration Date, the number of Shares that have been properly tendered
and not withdrawn represents more than 50% but less than 90% of the outstanding
Shares (calculated on a fully diluted basis), Purchaser intends to elect to
provide a subsequent offering period. Under the Exchange Act, no withdrawal
rights apply to Shares tendered during a subsequent offering period and no
withdrawal rights apply during the subsequent offering period with respect to
Shares tendered in the Offer and accepted for payment. See Section 1 of the
Offer to Purchase. All questions as to the form and validity (including time of
receipt) of any notice of withdrawal will be determined by Purchaser, in its
sole discretion, which determination will be final and binding. None of Parent,
Purchaser, Inveresk Canada, the Dealer Manager, the Depositary, the Information
Agent, or any other person will be under any duty to give notification of any
defects or irregularities in any notice of withdrawal or incur any liability for
failure to give such notification. The Company has provided Purchaser with the
Company's list of stockholders and security position listing for the purpose of
disseminating the Offer to holders of Shares. The Offer to Purchase, the related
Letter of Transmittal and other relevant materials will be mailed by Purchaser
to record holders of Shares and will be furnished by Purchaser to record holders
of Shares and will be mailed to brokers, dealers, banks, trust companies, and
similar persons whose names, or the names of whose nominees, appear on the
stockholder list or, if applicable, who are listed as participants in a clearing
agency's security position listing, for subsequent transmittal to beneficial
owners of Shares.
3
Purchaser will announce the decision to provide a subsequent offering
period and the approximate number and percentage of Shares deposited as of the
expiration of the offering period no later than 9:00 a.m., New York City time,
on the next business day following the expiration of the offering period.
Purchaser will immediately accept for payment and promptly pay for all Shares as
they are tendered in any subsequent offering period. All conditions to the Offer
(including, if the Offer is extended or amended, the terms and conditions of the
extension or amendment) must be satisfied or waived prior to the commencement of
any subsequent offering period.
The receipt of cash in exchange for Shares pursuant to the Offer or the
Merger will be a taxable transaction for U.S. federal income tax purposes and
may also be a taxable transaction under applicable state, local or other tax
laws. Stockholders should consult with their own tax advisors as to the specific
tax consequences of the Offer and the Merger to them, including the
applicability and effect of federal, state, local, foreign or other tax laws and
of changes in such tax laws. For a more complete description of certain U.S.
federal income tax consequences of the Offer and the Merger, see Section 5 of
the Offer to Purchase.
The information required to be disclosed by Paragraph (d)(1) of Rule 14d-6
of the General Rules and Regulations under the Exchange Act is contained in the
Offer to Purchase and is incorporated herein by reference.
The Offer to Purchase and the related Letter of Transmittal contain
important information that should be read carefully before any decision is made
with respect to the Offer.
Questions and requests for assistance and copies of the Offer to Purchase,
the Letter of Transmittal and all other tender offer materials may be directed
to the Information Agent or the Dealer Manager at their respective addresses and
telephone numbers set forth below, and will be furnished promptly at Purchaser's
expense. Parent or Purchaser will pay all charges and expenses of the Dealer
Manager, the Depositary and Morrow & Co., Inc., which is acting as the
information agent for the Offer (the "Information Agent"), incurred in
connection with the Offer. Purchaser will not pay any fees or commissions to any
broker or dealer or any other person (other than the Dealer Manager and the
Information Agent) for soliciting tenders of Shares pursuant to the Offer.
The Information Agent for the Offer is:
MORROW & CO., INC.
445 Park Avenue, 5th Floor
New York, New York 10022
Call Collect (212) 754-8000
Banks and Brokerage Firms Call: (800) 654-2468
Stockholders Please Call: (800) 607-0088
E-Mail: clintrials.info@morrowco.com
The Dealer Manager for the Offer is:
BEAR, STEARNS & CO. INC.
245 Park Avenue
New York, New York 10167
(888) 261-1668 (Toll Free)
March 5, 2001