EXHIBIT 99.04
QUINTILES TRANSNATIONAL CORP.
EXCHANGE OFFER IN RESPECT OF
10% SENIOR SUBORDINATED NOTES DUE 2013,
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
FOR ANY AND ALL OUTSTANDING
10% SENIOR SUBORDINATED NOTES DUE 2013,
WHICH HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
To Registered Holders:
We are enclosing herewith the material listed below relating to the
offer (the "Exchange Offer") by Quintiles Transnational Corp. ("Quintiles") to
exchange $450,000,000 aggregate principal amount of 10% Senior Subordinated
Notes due 2013 which have been registered under the Securities Act of 1933, as
amended (the "Securities Act") (the "exchange notes"), for the outstanding
unregistered $450,000,000 aggregate principal amount of 10% Senior Subordinated
Notes due 2013 (the "private notes") issued on September 25, 2003, upon the
terms and subject to the conditions set forth in the Prospectus dated ,
2004 (the "Prospectus") and the related Letter of Transmittal.
Enclosed herewith are copies of the following documents:
1. Prospectus dated , 2004;
2. Letter of Transmittal, including Guidelines
for Certification of Taxpayer Identification;
3. Instruction to Registered Holder from
Beneficial Owner;
4. Notice of Guaranteed Delivery; and
5. Letter to Clients which may be sent to your
clients for whose account you hold private notes in your name
or in the name of your nominee, which shall accompany the
Instruction to Registered Holder from Beneficial Owner for
obtaining such client's instruction with regard to the
Exchange Offer.
WE URGE YOU TO CONTACT YOUR CLIENTS PROMPTLY. PLEASE NOTE THAT THE
EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2004 UNLESS
EXTENDED BY QUINTILES IN ITS SOLE DISCRETION.
The Exchange Offer is not conditioned upon any minimum number of
private notes being tendered.
Pursuant to the Letter of Transmittal, each holder of private notes (a
"Holder") will represent to Quintiles that:
- the exchange notes acquired pursuant to the Exchange Offer are
being acquired in the ordinary course of business of the
person receiving the exchange notes, whether or not the person
is the Holder;
- neither the Holder nor any other recipient of the exchange
notes (if different than the Holder) is engaged in, intends to
engage in, or has any arrangement or understanding with any
person to participate in, the distribution of the private
notes or exchange notes;
- neither the Holder nor any other recipient is an "affiliate"
of Quintiles within the meaning of Rule 405 promulgated under
the Securities Act or, if the Holder or such recipient is an
affiliate, that the Holder or
such recipient will comply with the registration and
prospectus delivery requirements of the Securities Act to the
extent applicable;
- if the signatory is a broker-dealer, it has not entered into
any arrangement or understanding with Quintiles or any
"affiliate" of Quintiles within the meaning of Rule 405
promulgated under the Securities Act to distribute the
exchange notes;
- if the signatory is a broker-dealer, the signatory further
represents and warrants that if it will receive exchange notes
for its own account in exchange for private notes that were
acquired as a result of market-making activities or other
trading activities, the signatory will deliver a prospectus
meeting the requirements of the Securities Act (for which
purposes, the delivery of the Prospectus, as the same may be
hereafter supplemented or amended, shall be sufficient) in
connection with any resale of exchange notes received in the
Exchange Offer; and
- the Holder is not acting on behalf of any person or entity
that could not truthfully make these representations.
By acknowledging that you will deliver and by delivering a prospectus
meeting the requirements of the Securities Act in connection with any resale of
such exchange notes, you will not be deemed to admit that you are an
"underwriter" within the meaning of the Securities Act.
The enclosed Instruction to Registered Holders from Beneficial Owner
contains an authorization by the beneficial owners of the private notes for you
to make the foregoing representations.
Quintiles will not pay any fee or commission to any broker or dealer or
to any other person other than the exchange agents for the Exchange Offer.
Quintiles will pay all transfer taxes, if any, applicable to the exchange of
private notes pursuant to the Exchange Offer, except as otherwise provided in
the Prospectus under the caption "The Exchange Offer--Fees and Expenses."
Any inquiries you may have with respect to the Exchange Offer may be
addressed to, and additional copies of the enclosed materials may be obtained
from, the Exchange Agent, Wells Fargo Bank , National Association, in the manner
set forth below.
EXCHANGE AGENT:
By Registered and Certified Mail By Overnight Courier or Regular Mail: By Hand Delivery
Wells Fargo Bank , N.A. Wells Fargo Bank, N.A. Wells Fargo Bank, N.A.
Corporate Trust Operations Corporate Trust Operations Corporate Trust Services
MAC N9303-121 MAC N9303-121 608 2nd Avenue South
P.O. Box 1517 6th & Marquette Avenue Northstar East Building - 12th Floor
Minneapolis, MN 55480 Minneapolis, MN 55479 Minneapolis, MN 55402
Attention: Reorg. Attention: Reorg Attention: Reorg
or
Facsimile: (612) 667-4927
Very truly yours,
QUINTILES TRANSNATIONAL CORP.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY OTHER PERSON AS AN AGENT OF QUINTILES OR THE EXCHANGE AGENT, OR
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AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON
BEHALF OF QUINTILES OR THE EXCHANGE AGENT IN CONNECTION WITH THE EXCHANGE OFFER
OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED HEREIN.
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