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Bio-Imaging Technologies Increases Its Offer to Acquire etrials Worldwide.


NEWTOWN, Pa. & MORRISVILLE, N.C. -- Bio-Imaging Technologies, Inc. (NASDAQ NASDAQ
 in full National Association of Securities Dealers Automated Quotations

U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on
: BITI BITI Bio-Imaging Technologies, Inc. (stock symbol) ) (d/b/a "BioClinica") and etrials Worldwide, Inc. (NASDAQ: ETWC ETWC Educating the Whole Child ) ("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 Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders.

Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate.
, 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 Global Operations is a first-person shooter computer game developed by Barking Dog Studios and published by both Crave Entertainment and Electronic Arts. It was released in March of 2002, following its public multiplayer beta version which contained only the Quebec map.  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 continuing operations

Parts of a business that are expected to be maintained as an ongoing segment of an overall business operation. Income and losses from continuing operations are reported separately if any segments have been discontinued during the
 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 (Encapsulated PostScript) A PostScript file format used to transfer a graphic image between applications and platforms. EPS files contain PostScript code as well as an optional preview image in TIFF, WMF, PICT or EPSI, the latter being an ASCII-only format. , excluding one time charges related to the acquisition, of $0.23 to $0.25 per share."

M. Denis Denis, king of Portugal: see Diniz.  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 Form 8-K

The form required by the SEC when a publicly held company incurs any event that might affect its financial situation or the share value of its stock.


Form 8-K

See 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 LLP - Lower Layer Protocol  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.

About BioClinica

Bio-Imaging Technologies, Inc. d/b/a BioClinica is a leading global provider of clinical trials services, helping to support drug and product development efforts through all phases of the clinical trial process. Created from the acquisition of Phoenix Data Systems, Inc. by Bio-Imaging Technologies, Inc., BioClinica offers industry-leading medical image management and best-of-breed electronic data capture to companies in the life sciences industry. In addition, BioClinica offers solutions that combine these core services The introduction to this article provides insufficient context for those unfamiliar with the subject matter.
Please help [ improve the introduction] to meet Wikipedia's layout standards. You can discuss the issue on the talk page.
 to maximize efficiency and manageability throughout the entire clinical development process. With more than 2,000 successful trials, BioClinica is unsurpassed in its knowledge and experience, helping bring many of today's drugs from early phase development through final approval. BioClinica operates two state-of-the-art, FDA-compliant core labs in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area.  and Europe, with business offices in the United States, France, Germany, the United Kingdom and the Netherlands. For more information, please visit www.bioclinica.com.

About etrials Worldwide

Headquartered near North Carolina's Research Triangle Park Research Triangle Park, research, business, medical, and educational complex situated in central North Carolina. It has an area of 6,900 acres (2,795 hectares) and is 8 × 2 mi (13 × 3 km) in size. Named for the triangle formed by Duke Univ. , etrials Worldwide, Inc. (NASDAQ: ETWC), is a leading provider of eClinical software and services to pharmaceutical, biotechnology, medical device companies, as well as contract research organizations, offering adaptive, Web-based tools that work together to coordinate data capture, logistics, patient interaction and trial management - turning data into intelligence and shortening the pathway to an actionable study endpoint. etrials is one of the few top-tier solution providers that offers electronic data capture (EDC EDC

See: Export Development Corp.
), interactive voice and Web response (IVR/IWR) and electronic patient diaries A Patient Diary is a tool used during a clinical trial or a disease treatment to measure treatment compliance. An Electronic Patient Diary registers the diary in a storage device and allows for monitoring the time the medication was taken.  (eDiary), as part of a flexible and integrated software-as-a-service (SaaS) platform or as individual solutions to capture high quality data from multiple pivot points Pivot Point

A technical indicator derived by calculating the numerical average of a particular stock's high, low and closing prices.

Notes:
The pivot point is used as a predictive indicator.
 to enable real-time access for informed decision-making. As an experienced leader, etrials has facilitated over 900 trials involving more than 400,000 patients in 70 countries and has participated in 42 studies that resulted in 14 approved new drug applications and/or regulatory approvals. To learn more visit us at www.etrials.com.

Important Information about the Tender Offer

This announcement and the description contained herein are for informational purposes only and are not an offer to purchase or a solicitation of an offer to sell securities of etrials. The tender offer described herein has not yet been commenced. At the time the tender offer is commenced, Bio-Imaging intends to file a registration statement on Form S-4 and a tender offer statement on a Schedule TO containing an offer to purchase, a letter of transmittal Letter of Transmittal

A document used by security holder to accompany certificates surrendered in an exchange or other corporate action.
 and other related documents with the Securities and Exchange Commission. At the time the tender offer is commenced, etrials intends to file with the Securities and Exchange Commission a solicitation/recommendation statement on Schedule 14D-9 and, if required, will, file a proxy statement Proxy Statement

A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting.
 or information statement with the Securities and Exchange Commission in connection with the merger, the second step of the transaction, at a later date. Such documents will be mailed to stockholders of record and will also be made available for distribution to beneficial owners Beneficial Owner

A person who enjoys the benefits of ownership even though title is in another name.

Notes:
For example, when shares of a mutual fund are held by a custodian bank or when securities are held by a broker in street name, the true owner is the beneficial
 of common stock of etrials. The solicitation of offers to buy common stock of etrials will only be made pursuant to the offer to purchase, the letter of transmittal and related documents. Stockholders are advised to read the offer to purchase and the letter of transmittal, the solicitation/recommendation statement, the proxy statement, the information statement and all related documents, if and when such documents are filed and become available, as they will contain important information about the tender offer and proposed merger. Stockholders can obtain these documents when they are filed and become available free of charge from the Securities and Exchange Commission's website at http://www.sec.gov, or from the information agent Bio-Imaging selects. In addition, copies of the solicitation/recommendation statement, the proxy statement and other filings containing information about etrials, the tender offer and the merger may be obtained, if and when available, without charge, by directing a request to etrials, or on etrials corporate website at http://www.etrials.com.

Certain matters discussed in this press release are "forward-looking statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
" intended to qualify for the safe harbors Safe Harbor

1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated.

2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive.
 from liability established by the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995; provided, however, that statements made in connection with the tender offer are not covered not covered Health care adjective Referring to a procedure, test or other health service to which a policy holder or insurance beneficiary is not entitled under the terms of the policy or payment system–eg, Medicare. Cf Covered.  by the safe harbors from liability established by the PSLRA PSLRA Private Securities Litigation Reform Act
PSLRA Public Service Labour Relations Act (Canada) 
. Such forward-looking statements include Bio-Imaging's decision to enter into an agreement to acquire etrials Worldwide, Inc., the ability of the parties to complete the transaction contemplated by the merger agreement, including the parties' ability to satisfy the conditions set forth in the merger agreement, and the possibility of any termination of the merger agreement. The forward-looking statements include risks and uncertainties, including, but not limited to, the consummation and the successful integration of the current and any proposed acquisitions, the timing of projects due to the variability in size, scope and duration of projects, estimates and guidance made by management with respect to Bio-Imaging's financial results, backlog, critical accounting policies, regulatory delays, clinical study results which lead to reductions or cancellations of projects, and other factors, including general economic conditions and regulatory developments, not within Bio-Imaging's control. The factors discussed herein and expressed from time to time in Bio-Imaging's filings with the Securities and Exchange Commission could cause actual results and developments to be materially different from those expressed in or implied by such statements. The forward-looking statements are made only as of the date of this press release, and Bio-Imaging undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstance. You should review Bio-Imaging's filings, especially risk factors contained in the Form 10-K Form 10-K

A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information.


Form 10-K

See 10-K.
 and its recent SEC filings.
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Date:May 20, 2009
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