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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
ClinTrials Research, Inc.
(NAME OF SUBJECT COMPANY)
ClinTrials Research, Inc.
(NAME OF PERSON(S) FILING STATEMENT)
Common shares, par value $.01 per share
(TITLE OF CLASS OF SECURITIES)
188767107
((CUSIP) NUMBER OF CLASS OF SECURITIES)
ClinTrials Research, Inc.
Paul Ottaviano
Chief Executive Officer
(919) 460-9005
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications
On Behalf of the Person(s) Filing Statement)
with a copy to:
Mark Manner
Harwell Howard Hyne Gabbert & Manner, P.C.
1800 First American Center
Nashville, Tennessee 37238-1800
[x] Check the box if filing relates solely to preliminary communications
made before the commencement of a tender offer.
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CLINTRIALS RESEARCH ANNOUNCES DEFINITIVE MERGER AGREEMENT
FOR IMMEDIATE RELEASE
RESEARCH TRIANGLE PARK, NC, FEBRUARY 22, 2001 - ClinTrials Research, Inc.
(NASDAQ: CCRO) ("ClinTrials") and Indigo Acquisition Corp. ("Indigo") announced
today that they have entered into a definitive merger agreement for Indigo to
acquire of all of the outstanding shares of ClinTrials for $6.00 per share in
cash.
Under the terms of the agreement, Indigo will commence a tender offer for all of
the outstanding shares of ClinTrials at $6.00 per share within seven business
days. The tender offer will be subject to at least a majority of the outstanding
ClinTrials shares, on a fully diluted basis, being validly tendered and not
withdrawn. The tender offer will also be subject to regulatory approvals and
other customary conditions. Any ClinTrials shares not acquired pursuant to a
successful tender offer will be acquired in a subsequent merger at the same
$6.00 per share cash price.
In connection with the execution of the merger agreement, Indigo has entered
into an agreement with the holders of approximately 21% of ClinTrials
outstanding shares under which such holders have agreed to tender their shares
in the tender offer.
ClinTrials is a global contract research organization headquartered near
Research Triangle Park, North Carolina with offices in Maidenhead, England;
Glasgow, Scotland; Montreal, Canada; Brussels, Belgium; Paris, France;
Melbourne, Australia; Tel Aviv, Israel; Milan, Italy; Warsaw, Poland; Madrid,
Spain; and Munich, Germany. With more than 1500 employees, ClinTrials provides
comprehensive research services, including monitoring, data management and
biostatistics, medical and regulatory services to pharmaceutical, biotechnology
and medical device clients.
Paul Ottaviano, Chief Executive Officer of ClinTrials said, "We are very pleased
with this transaction from the perspective of shareholders. We believe the
combination with Indigo will allow the combined company to maximize its
potential in offering contract research services."
Indigo is a private, wholly-owned subsidiary of Inveresk Research Group Limited
("Inveresk"). Headquartered near Edinburgh, Scotland, Inveresk is a leading
European provider of contract research services, primarily to the pharmaceutical
and biotechnology industry.
Dr. Walter Nimmo, Chief Executive Officer of Inveresk, said today, "We are
excited by the opportunity offered by the merger of Indigo and ClinTrials. The
businesses are complementary. The combination represents a key step in the
building of Inveresk's clinical trials business on a world-wide basis."
ClinTrials will announce later today its results for the fourth quarter and full
year ended December 31, 2000.
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This release includes certain forward-looking statements that are based upon the
belief of the management of ClinTrials, Indigo and Inveresk. These
forward-looking statements are subject to a number of risks and uncertainties,
including but not limited to the possible inability of Inveresk to complete the
acquisition of ClinTrials. These uncertainties are in addition to the risk
factors detailed in the Company's Securities and Exchange Commission filings and
in the earnings press release.
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER
TO SELL SECURITIES OF CLINTRIALS. AT THE TIME THE OFFER IS COMMENCED, INDIGO
WILL FILE A TENDER OFFER STATEMENT (INCLUDING RELATED TENDER OFFER DOCUMENTS
SUCH AS AN OFFER TO PURCHASE AND A FORM OF LETTER OF TRANSMITTAL FOR
SHAREHOLDERS OF CLINTRIALS) WITH THE SEC, AND CLINTRIALS WILL FILE A
SOLICITATION/RECOMMENDATION STATEMENT WITH THE SEC. THESE DOCUMENTS WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE OFFER AND SHAREHOLDERS OF CLINTRIALS ARE URGED
TO READ THESE DOCUMENTS BEFORE MAKING A DECISION ABOUT THE OFFER. IN ADDITION,
THE DOCUMENTS FILED BY INDIGO WILL BE AVAILABLE FREE OF CHARGE FROM THE SEC'S
WEBSITE AT WWW.SEC.GOV.
CONTACT:
GCI
Christopher Gordon
(212) 886-3428
ClinTrials Research, Inc.
Paul Ottaviano
Chief Executive Officer
(919) 460-9005
CONTACT:
COLIN NEILL
CHIEF FINANCIAL OFFICER
(919) 462-2227
FOR IMMEDIATE RELEASE
CLINTRIALS RESEARCH REPORTS FOURTH QUARTER
AND FULL YEAR 2000 OPERATING RESULTS
RESEARCH TRIANGLE PARK, NC, February 22, 2001 -- ClinTrials Research Inc.
(Nasdaq:CCRO), a global provider of preclinical and clinical research services
to pharmaceutical, biotechnology and medical device clients, today announced
operating results for the fourth quarter and full year ended December 31, 2000.
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Net revenues in the fourth quarter were $30,012,000 compared with $24,297,000 in
the same period of 1999, an increase of 23.5%. Net income for the fourth quarter
of 2000 was $2,554,000 or $0.14 per share compared to a net loss of $3,298,000
or $0.18 per share for the fourth quarter of 1999. Both the diluted and basic
income per share for the fourth quarter of 2000 was $0.14 compared to a loss of
$0.18 per share for the same quarter a year ago.
During the fourth quarter, the Company successfully completed a large single
milestone outcomes based contract and, as such, reported as earned all revenue
($3.7 million) related to this contract. This contract had extended over a
fourteen month period and all revenues associated with the contract had been
deferred pending successful completion, whereas costs were recognized as
incurred.
New business authorizations during the fourth quarter were $34.1 million, and
the year-end backlog at December 31, 2000 was $140.2 million. This is an
increase of 42% from the December 31, 1999 backlog of $98.9 million.
For the year ended December 31, 2000, net revenue was $105,325,000 compared with
$96,931,000 for 1999 an 8.7% increase. The Company's net loss was $4,227,000 for
the year ended December 31, 2000 compared to a net loss of $7,045,000 for 1999,
and both diluted and basic loss per share was $0.23 for 2000 compared to $0.39
per share for 1999.
ClinTrials Research announced earlier today that it has entered into a
definitive merger agreement with Inveresk Research, Inc. ("Inveresk") pursuant
to which a subsidiary will acquire all outstanding shares of the Company for
$6.00 per share. Further details regarding the transaction are contained in the
merger press release.
The Company cancelled its previously scheduled conference call for investment
professionals on Friday, February 23.
ClinTrials Research is a global contract research organization headquartered
near Research Triangle Park, North Carolina with offices in Montreal, Canada;
Maidenhead, England; Glasgow, Scotland; Brussels, Belgium; Paris, France;
Melbourne, Australia; Tel Aviv, Israel; Milan, Italy, Warsaw, Poland; Madrid,
Spain; and Munich, Germany. With more than 1500 employees, ClinTrials Research
provides comprehensive preclinical, clinical, and post-marketing research
services, including monitoring, data management and biostatistics, medical and
regulatory services to pharmaceutical, biotechnology and medical device clients.
For additional information about ClinTrials Research Inc., please visit our
Website at www.clintrialsresearch.com.
Forward-looking statements made in this release involve a number of risks and
uncertainties, including but not limited to risks and uncertainties regarding
the merger contained in the merger press release, the Company's ability to
obtain new business and to accurately estimate the timing of the recognition of
net revenues due to variability in size, scope and duration of projects,
regulatory
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delays, study results that lead to reductions or cancellations of projects,
other decisions totally within the control of the clients, and targets of
returning to profitability. Further, the Company's ability to achieve any year
2001 projections is highly dependent upon the continued inflow of new orders and
related timing of starting work on projects awarded. These uncertainties are in
addition to the risk factors detailed in the Company's Securities and Exchange
Commission filings.
The condensed consolidated statements of operations and balance sheets are
attached.
ClinTrials Research, Inc.
Condensed Consolidated Income Statements
(In thousands, except for per share data)
Quarter Ended December 31 Year Ended December 31
-------------------------- --------------------------
2000 1999 2000 1999
---------- ---------- ---------- ----------
Net service revenue $ 30,012 $ 24,297 $ 105,325 $ 96,931
Costs and expenses
Direct costs 16,482 14,491 66,164 58,317
S,G&A costs 9,337 9,226 35,749 36,034
Depreciation and amortization 1,357 1,410 5,888 6,155
Write-off of purchase option costs -- 2,178 -- 2,178
Gain on sale of Ovation -- -- -- (484)
Nashville lease termination costs -- -- -- 845
Interest (income) expense, net (51) (145) (303) (417)
---------- ---------- ---------- ----------
Income (loss) before income taxes $ 2,887 $ (2,863) $ (2,173) $ (5,697)
========== ========== ========== ==========
Net Income (loss) $ 2,554 $ (3,298) $ (4,227) $ (7,045)
========== ========== ========== ==========
Earnings (loss) per share:
Basic $ 0.14 $ (0.18) $ (0.23) $ (0.39)
Diluted $ 0.14 $ (0.18) $ (0.23) $ (0.39)
Earnings (loss) per share excluding
write-off of purchase option costs
Basic $ 0.14 $ (0.06) $ (0.23) $ (0.27)
Diluted $ 0.14 $ (0.06) $ (0.23) $ (0.27)
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Weighted average shares outstanding
For Basic and Diluted EPS
Computation:
Basic 18,402 18,300 18,402 18,116
Diluted 18,701 18,300 18,402 18,116
ClinTrials Research, Inc.
Condensed Consolidated Balance Sheet Information
(In thousands)
December 31, December 31,
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2000 1999
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Assets
Current Assets:
Cash and cash equivalents $ 9,178 $ 7,889
Accounts receivable 35,408 31,084
Other current assets 5,551 3,211
---------- ----------
Total current assets 50,137 42,184
Property, plant and equipment, net 38,305 39,505
Excess of purchase price over net assets acquired 31,923 34,304
Other assets 411 411
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$ 120,776 $ 116,404
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Liabilities and Stockholders' Equity
Total current liabilities $ 35,312 $ 25,873
Deferred income taxes 7,243 4,982
Long-term obligations 238 381
Stockholders' equity 77,983 85,168
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$ 120,776 $ 116,404
========== ==========