To: Glenn Petersen who wrote (2037 ) 5/20/2009 1:31:42 PM From: Glenn Petersen Read Replies (1) | Respond to of 3862 Bio-Imaging Technologies (stock symbol: [t]BITI[/t]) has increased its offer for etrials Worldwide (stock symbol: [t]ETWC[/t]):Bio-Imaging Technologies Increases Its Offer to Acquire etrials Worldwide On Wednesday May 20, 2009, 6:00 am EDT NEWTOWN, Pa. & MORRISVILLE, N.C.--(BUSINESS WIRE)--Bio-Imaging Technologies, Inc. (NASDAQ: BITI - News) (d/b/a "BioClinica”) and etrials Worldwide, Inc. (NASDAQ: ETWC - News) (“etrials”) jointly announce that, in response to an unsolicited offer received by etrials from an unrelated third party, the parties have executed an amended merger agreement, increasing the value of the offer. The proposed acquisition is expected to be consummated through a tender offer for all of the outstanding shares of etrials stock. For each share of etrials stock, shareholders will receive 0.124 shares of newly issued Bio-Imaging common stock, 0.076 shares of newly issued Bio-Imaging preferred stock, and $0.62 in cash, which equates to a value of $1.35 per share for etrials. (The $1.35 price for stockholders of etrials is calculated by using the 20-trading day volume weighted average price of Bio-Imaging common stock, which is approximately $3.68 per share.) This compares with the original proposed agreement which equated to a per share value of $0.9068 , which was comprised of the same amount of common and preferred stock, but increased the cash portion from $0.15 in cash per share to $0.62 in cash per share. Stockholders owning approximately 33% of etrials outstanding shares have already agreed to tender their shares, and if needed, vote in favor of the approval of the merger agreement. Subject to customary closing conditions, and assuming a majority of etrials shares will be tendered pursuant to the tender offer, the tender offer is expected to expire on or about June 20, 2009. Mark L. Weinstein, President and Chief Executive Officer of BioClinica said, "As we previously indicated, etrials is an excellent fit with our long-term corporate strategy. This addition instantly broadens our eClinical product offering while leveraging our global operations and brand reputation for quality client service. Together with our services-based approach, the combination enhances our existing relationships with customers from both companies and creates a new, stronger and stable partner for new pharma, biotech and medical device sponsors. With minimal customer overlap, the acquisition also presents immediate cross-selling and new business opportunities. We anticipate realizing significant synergies as we integrate etrials with our eClinical Services Division and we look forward to working with the etrials team as we combine our strengths and expertise in the clinical trials services market." Mr. Weinstein continued, “The acquisition is anticipated to have a neutral effect on earnings per share from continuing operations in 2009 (excluding one-time charges related to the transaction), and be accretive to earnings per share in 2010. As a result of the transaction, we anticipate our combined 2009 service revenues, including the operating results of etrials from date of acquisition through December 31, 2009, to be in the range of $65 to $70 million, as compared to Bio-Imaging’s previous guidance of $60 to $63 million, and reiterate Bio-Imaging’s full year 2009 EPS, excluding one time charges related to the acquisition, of $0.23 to $0.25 per share.” M. Denis Connaghan, President and Chief Executive Officer of etrials said, “I’m pleased that we are continuing to move forward with this acquisition given its strategic fit and benefit to our shareholders, customers and employees.” The merger agreement continues to provide for Bio-Imaging to acquire etrials in a two-step transaction. The first step will consist of a tender offer for all outstanding shares of etrials common stock as described above. In the second step, the tender offer will be followed by a merger in which any untendered outstanding shares of etrials common stock will be converted into the right to receive the same consideration per share offered in the tender offer. Each of Bio-Imaging and etrials will promptly file a Form 8-K filing this joint press release and the amended merger agreement describing the terms of the transaction. Excel Partners is acting as exclusive financial advisor to Bio-Imaging, and Morgan, Lewis & Bockius LLP is acting as Bio-Imaging’s legal counsel in the transaction. Emerging Growth Equities is acting as exclusive financial advisor to etrials, and Wyrick Robbins Yates & Ponton LLP is acting as legal counsel to etrials in the transaction. <snip>finance.yahoo.com