BioClinica, a global provider of clinical trial management solutions, has entered into a definitive agreement to be acquired by a holding company controlled by JLL Partners, a private equity firm.
Simultaneously, JLL Partners has reached a definitive agreement to acquire CoreLab Partners, a provider of medical imaging solutions and cardiac safety services based in Princeton, N.J.
Following the proposed acquisitions, BioClinica and CoreLab Partners will be merged to create a provider of medical imaging services and eClinical solutions for clinical trials. Ampersand Capital Partners, the majority owner of CoreLab Partners, also will be a significant investor in the combined company.
Mark L. Weinstein, currently president and CEO of BioClinica, will lead the combined company.
"We are excited about the tremendous promise of this business combination given the strong fundamentals of each company and the overall industry,” said Dan Agroskin, managing director of JLL Partners. “We will conservatively capitalize the combined business and look forward to supporting its continued growth."
Under the BioClinica agreement, the holding company will commence a cash tender offer to purchase all of BioClinica's common stock at $7.25 a share, an equity value of approximately $123 million. Any BioClinica shares not tendered in the offer will be acquired in a second-step merger at the same cash price. The purchase price represents a premium of 23.2% over its average closing price for the 90 days ended Jan. 29, 2013, and 28.7% over the average price for the 52-week period ended Jan. 29, 2013. BioClinica's board has unanimously approved the definitive merger agreement.
David E. Nowicki, DMD, chairman of the board of BioClinica and chairman of its strategic committee said, "After careful and thorough analysis, together with our independent advisors, the strategic committee of our board has endorsed this transaction as being in the best interest of the company and our shareholders."
Following the acquisition, BioClinica will become a privately held company and its stock will no longer trade on the NASDAQ stock exchange. The proposed acquisition of CoreLab Partners is contingent on the closing of the BioClinica transaction. Both acquisitions are expected to close concurrently.
BioClinica provides integrated, technology-enhanced clinical trial management services. It offers imaging core labs on two continents, internet image transport, electronic data capture, interactive voice and web response, Microsoft Office-Smart clinical trial management and clinical supply chain forecasting and optimization solutions. With more than 20 years of experience and over 2,000 trials, BioClinica has supported the clinical development of many new medicines from early phase through final approval. It has offices in the U.S., Europe and Asia.
CoreLab Partners offers medical image management, interpretation and response assessment for clinical trials with a particular focus on oncology, regulatory support and digital image submission, cardiac safety assessments for development programs, support for clinical studies and equipment rental, worldwide ambulatory blood pressure monitoring services, digital ECG services and cardiac safety services.