UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
20549
______________________
SCHEDULE TO/A
Tender
Offer Statement under Section 14(d)(1) or 13(e)(1)
of
the Securities Exchange Act of 1934
(Amendment
No. 7)
______________________
PHARMANET
DEVELOPMENT GROUP, INC.
(Name
of Subject Company (Issuer))
PDGI ACQUISITION CORP.
(Offeror)
JLL PHARMANET HOLDINGS, LLC
(Parent of Offeror)
JLL
PARTNERS FUND V, L.P.
JLL
PARTNERS FUND VI, L.P.
(Name
of Filing Persons)
______________________
Common
Stock, par value $0.001 per share
(Title
of Class of Securities)
______________________
717148100
(CUSIP
Number of Class of Securities)
______________________
PDGI Acquisition
Corp.
c/o JLL Partners,
Inc.
45
0 Lexington Avenue, 31st
Floor
New York, NY 10017
Attention: Peter M.
Strothman
Tel:
212-286-8600
(Name,
Address and Telephone Numbers of Person Authorized
to
Receive Notices and Communications on Behalf of Filing Persons)
Copy
to:
Steven J. Daniels,
Esq.
One Rodney Square
P.O. Box 636
Wilmington, Delaware
19899
Tel: 302-651-3000
CALCULATION
OF FILING FEE
Transaction
Valuation(1)
|
|
Amount of Filing
Fee(2)
|
$99,072,755
|
|
$3,894
|
_______
(1)
|
Estimated
solely for purposes of calculating the filing fee. The transaction value
was determined by multiplying the offer price of $5.00 net per share in
cash by 19,814,551, which is the sum of (i) 19,797,146 shares of common
stock, par value $0.001 per share, of PharmaNet Development Group, Inc.
(“PharmaNet”) outstanding as of February 2, 2009, as represented by
PharmaNet in the Merger Agreement (as defined herein) and (ii) 17,405
shares of common stock that PharmaNet expects to be issuable before the
expiration of the Offer in connection with outstanding Restricted Stock
Unit awards issued by PharmaNet, based on information provided by
PharmaNet.
|
(2)
|
The
filing fee was calculated in accordance with Rule 0-11 under the
Securities Exchange Act of 1934, as amended, by multiplying the
transaction value by 0.0000393.
|
■
|
Check
the box if any part of the fee is offset as provided by Rule 0-11
(a) (2) and identify the filing with which the offsetting fee
was previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
|
|
|
|
Amount
Previously Paid: $3,894
|
|
Filing
Party: PDGI Acquisition Corp., JLL PharmaNet Holdings, LLC, JLL Partners
Fund V, L.P. and JLL Partners Fund VI, L.P.
|
Form
or Registration No.: Schedule TO
|
|
Date
Filed: February 12, 2009
|
o
|
Check
the box if the filing relates solely to preliminary communications made
before the commencement of a tender offer.
|
Check
the appropriate boxes below to designate any transactions to which the
statement relates:
|
■
|
third-party
tender offer subject to Rule 14d-1.
|
o
|
issuer
tender offer subject to Rule 13e-4.
|
o
|
going-private
transaction subject to Rule 13e-3.
|
o
|
amendment
to Schedule 13D under Rule 13d-2.
|
Check
the following box if the filing is a final amendment reporting the results
of the tender offer:
■
|
This Amendment No. 7 (“Amendment No.
7”) further amends the Tender Offer Statement on Schedule TO (the “Schedule TO”)
filed with the Securities and Exchange Commission on February 12, 2009, as
amended on February 19, 2009, February 23, 2009, March 5, 2009 and March 13,
2009 by PDGI Acquisition Corp., a Delaware corporation (“Purchaser”), JLL
PharmaNet Holdings, LLC, a Delaware limited liability company and Purchaser’s
sole stockholder (“Parent”), JLL Partners Fund V, L.P., a Delaware limited
partnership (“JLL Fund V”), and JLL Partners Fund VI, L.P., a Delaware limited
partnership (together with JLL Fund V, the “Sponsors”), which relates to the
offer by Purchaser to purchase all outstanding shares of common stock, par value
$0.001 per share, of PharmaNet Development Group, Inc., a Delaware corporation
(“PharmaNet”), and the associated rights to purchase shares of Series A Junior
Participating Preferred Stock, par value $0.10 per share, of PharmaNet
(collectively, the “Shares”), at a price of $5.00 per Share, net to the seller
in cash, without interest and less any applicable withholding taxes, upon the
terms and subject to the conditions set forth in the Offer to Purchase dated
February 12, 2009 (as it may be amended or supplemented from time to time, the
“Offer to Purchase”) and the related Letter of Transmittal (as it may be amended
or supplemented from time to time, the “Letter of Transmittal” and, together
with the Offer to Purchase, the “Offer”), which are annexed to, and filed with,
the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B),
respectively. The Offer is being made in connection with the
Agreement and Plan of Merger, dated as of February 3, 2009 (as it may be amended
or supplemented from time to time, the “Merger Agreement”), by and among Parent,
Purchaser and PharmaNet, a copy of which is attached as Exhibit (d)(1) to the
Schedule TO, and is incorporated herein by reference with respect to Item 11 of
this Amendment No. 7.
Purchaser
and Parent are affiliates of the Sponsors. This Amendment No. 7 is
being filed on behalf of Purchaser, Parent and the Sponsors.
Unless
otherwise indicated, references to sections in this Amendment No. 7 are
references to sections of the Offer to Purchase. The information set
forth in the Offer to Purchase, including Schedule I thereto, is hereby
incorporated by reference with respect to Item 11 of this Amendment No. 7, and
is supplemented by the information specifically provided
herein. Except as otherwise indicated, the information set forth in
the Schedule TO remains unchanged. All capitalized terms used in this
Amendment No. 7 without definition have the meanings ascribed to them in the
Schedule TO or the Offer to Purchase.
This
Amendment No. 7 is filed solely for the following purpose: to provide
supplemental disclosure to the Schedule TO.
ITEM
11. ADDITIONAL INFORMATION.
Item
11 of the Schedule TO is hereby amended and supplemented by adding the following
text thereto:
“Based
on information from the Depositary, as of 5:00 p.m., New York City time, on
Friday, March 27, 2009, a total of 18,774,076 Shares were validly tendered and
not withdrawn pursuant to the Offer, representing approximately 94.8% of the
currently outstanding Shares.
Purchaser has accepted for payment all
validly tendered and not withdrawn Shares and has made payment to the Depositary
for the accepted shares.
On March 30, 2009, Parent issued a
press release announcing that Purchaser has accepted for payment all Shares that
were validly tendered during the subsequent offering period. Parent also
announced that, to complete the acquisition of 100% of the Shares,
Parent intends to effect a short-form merger in which Purchaser will merge
with and into PharmaNet, with PharmaNet surviving the merger and continuing as a
wholly owned indirect subsidiary of Parent. The full text of the press release
is attached as Exhibit (a)(5)(D) to the Schedule TO and is incorporated herein
by reference.”
ITEM
12. EXHIBITS.
Item
12 of the Schedule TO is hereby amended and restated in its entirety to read as
follows:
(a)(1)(A)*
|
Offer
to Purchase, dated February 12, 2009
|
(a)(1)(B)*
|
Form
of Letter of Transmittal
|
(a)(1)(C)*
|
Form
of Notice of Guaranteed Delivery
|
(a)(1)(D)*
|
Form
of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees
|
(a)(1)(E)*
|
Form
of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees
|
(a)(1)(F)*
|
Internal
Revenue Service Form W-9 (Request for Taxpayer Identification Number and
Certification), including instructions for completing the
form
|
(a)(1)(G)*
|
Joint
Press Release, dated February 3, 2009, of PharmaNet and Parent
(incorporated by reference to Exhibit 99.1 to the Current Report on Form
8-K filed by PharmaNet with the Securities and Exchange Commission on
February 3, 2009)
|
(a)(1)(H)*
|
Joint
Press Release, dated February 12, 2009, of PharmaNet and
Parent
|
(a)(1)(I)*
|
Form
of summary advertisement, published February 12, 2009 in The Wall Street
Journal
|
(a)(5)*
|
Section
262 of the DGCL
|
(a)(5)(A)*
|
Press
Release, dated March 13, 2009, of Parent
|
(a)(5)(B)*
|
Press
Release, dated March 18, 2009, of Parent
|
(a)(5)(C)*
|
Joint
Press Release, dated March 20, 2009, of PharmaNet and
Parent
|
(a)(5)(D)
|
Press
Release, dated March 30, 2009, of Parent
|
(d)(1)*
|
Agreement
and Plan of Merger, dated as of February 3, 2009, by and among Parent,
Purchaser and PharmaNet (incorporated by reference to Exhibit 2.1 to the
Current Report on Form 8-K filed by PharmaNet with the Securities and
Exchange Commission on February 3, 2009)
|
(d)(2)*
|
Confidentiality
Agreement, dated as of December 1, 2008, by and between JLL Partners, Inc.
and PharmaNet
|
*-
Filed previously
SIGNATURE
After
due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and
correct.
|
PDGI
Acquisition Corp.
|
|
|
|
By:
|
/s/
Paul S. Levy
|
|
Name:
|
Paul
S. Levy
|
|
Title:
|
President
|
|
|
|
|
|
|
|
JLL
PharmaNet Holdings, LLC
|
|
|
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By:
|
/s/
Paul S. Levy
|
|
Name:
|
Paul
S. Levy
|
|
Title:
|
President
|
|
|
|
|
|
|
|
JLL
Partners Fund V, L.P.
|
|
|
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By:
|
JLL
Associates V, L.P.
|
|
Its:
|
General
Partner
|
|
|
|
|
By:
|
JLL
Associates, G.P. V, L.L.C.
|
|
Its:
|
General
Partner
|
|
|
|
|
|
|
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By:
|
/s/
Paul S. Levy
|
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Name:
|
Paul
S. Levy
|
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Title:
|
Managing
Member
|
|
|
|
|
|
|
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JLL
Partners Fund VI, L.P.
|
|
|
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By:
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JLL
Associates VI, L.P.
|
|
Its:
|
General
Partner
|
|
|
|
|
By:
|
JLL
Associates, G.P. VI, L.L.C.
|
|
Its:
|
General
Partner
|
|
|
|
|
|
|
|
By:
|
/s/
Paul S. Levy
|
|
Name:
|
Paul
S. Levy
|
|
Title:
|
Managing
Member
|
Dated:
March 30, 2009
EXHIBIT
INDEX
The
Exhibit Index is hereby amended and restated in its entirety as
follows:
(a)(1)(A)*
|
Offer
to Purchase, dated February 12, 2009
|
(a)(1)(B)*
|
Form
of Letter of Transmittal
|
(a)(1)(C)*
|
Form
of Notice of Guaranteed Delivery
|
(a)(1)(D)*
|
Form
of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees
|
(a)(1)(E)*
|
Form
of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees
|
(a)(1)(F)*
|
Internal
Revenue Service Form W-9 (Request for Taxpayer Identification Number and
Certification), including instructions for completing the
form
|
(a)(1)(G)*
|
Joint
Press Release of PharmaNet, dated February 3, 2009, of PharmaNet and
Parent (incorporated by reference to Exhibit 99.1 to the Current Report on
Form 8-K filed by PharmaNet with the Securities and Exchange Commission on
February 3, 2009)
|
(a)(1)(H)*
|
Joint
Press Release, dated February 12, 2009, of PharmaNet and
Parent
|
(a)(1)(I)*
|
Form
of summary advertisement, published February 12, 2009 in The Wall Street
Journal
|
(a)(5)*
|
Section
262 of the DGCL
|
(a)(5)(A)*
|
Press
Release, dated March 13, 2009, of Parent
|
(a)(5)(B)*
|
Press
Release, dated March 18, 2009, of Parent
|
(a)(5)(C)*
|
Joint
Press Release, dated March 20, 2009, of PharmaNet and
Parent
|
(a)(5)(D)
|
Press
Release, dated March 30, 2009, of Parent
|
(d)(1)*
|
Agreement
and Plan of Merger, dated as of February 3, 2009, by and among Parent,
Purchaser and PharmaNet (incorporated by reference to Exhibit 2.1 to the
Current Report on Form 8-K filed by PharmaNet with the Securities and
Exchange Commission on February 3, 2009)
|
(d)(2)*
|
Confidentiality
Agreement, dated as of December 1, 2008, by and between JLL Partners, Inc.
and PharmaNet
|
*
- Filed previously
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