Encorium Group, Inc. Announces Signing of Letter of Intent to Combine with Linkcon; Expected Expansion Will Create Global CRO.Company to Conduct Conference Call at 9:00 AM on Thursday, June 12, 2008 to discuss
Highlights of the Proposed Combination
* Linkcon is in the process of acquiring a series of clinical research organizations ("CROs") throughout the world
* Assuming completion of its acquisitions, Linkcon is expected to add an aggregate of $11 million in net revenue to Encorium on a pro forma As a matter of form or for the sake of form. Used to describe accounting, financial, and other statements or conclusions based upon assumed or anticipated facts.
The phrase pro forma basis
* Encorium separately announced its intent to acquire Prologue pro·logue also pro·log
1. An introduction or preface, especially a poem recited to introduce a play.
2. An introduction or introductory chapter, as to a novel.
3. An introductory act, event, or period. Research International, Inc. ("Prologue"), a clinical research organization that specializes in a full range of clinical research services for Phase I through IV clinical trials in oncology and oncology-related studies
* Total combined company is expected to offer greatly enhanced global capabilities and therapeutic expertise in the North America North America, third largest continent (1990 est. pop. 365,000,000), c.9,400,000 sq mi (24,346,000 sq km), the northern of the two continents of the Western Hemisphere. , Europe and emerging markets including India, Latin American and China.
* Combined backlog (including Encorium, Linkcon and Prologue) in the range of $65-70 million expected at closing
WAYNE, Pa. -- Encorium Group, Inc. (Nasdaq: ENCO ENCO Enterprise Companies ) ("Encorium" or "the Company"), a full-service multinational CRO that provides design, development, and management capabilities for clinical trials and patient registries to many of the world's leading pharmaceutical and biotechnology companies Top 100 Biotechnology Companies
The following is a list of the top 100 biotechnology companies ranked by revenue. The first nine companies qualify for the list of the top 50 pharmaceutical companies. , today announced that it has entered into a non-binding letter of intent to combine ("the Business Combination") with Fine Success Investments, Ltd., a British Virgin Islands British Virgin Islands
A British colony in the eastern Caribbean east of Puerto Rico and the U.S. Virgin Islands. Road Town, on Tortola Island, is the capital. Population: 21,700.
Noun 1. company doing business as Linkcon ("Linkcon").
Linkcon has acquired or will acquire either prior to or simultaneously with the proposed business combination with Encorium:
This Business Combination is expected to enhance Encorium's global profile as a CRO by broadening the Company's operational services and therapeutic area offerings into established and emerging biopharmaceutical markets across multiple continents.
Details of Transaction
Pursuant to the terms of the non-binding letter of intent, Linkcon will merge with and into Encorium. In connection with the closing of the Business Combination, Linkcon shareholders will be issued approximately 12.5 million shares of Encorium common stock. Simultaneously with the consummation of the Business Combination, it is anticipated that Chardan Capital, LLC (Logical Link Control) See "LANs" under data link protocol.
LLC - Logical Link Control ("Chardan"), a merchant bank and founder of Linkcon, will oversee the raising of $25 million on behalf of Linkcon in exchange for approximately 10 million shares of the combined entity. The $25 million raised on behalf of Linkcon will be used to fund the acquisitions, repay a portion of the debt incurred in connection with the proposed acquisition of Prologue and for working capital. Following the Business Combination and the investment, it is anticipated that Linkcon and its investors will own a total of approximately 22.5 million shares of the combined entity, and Encorium shareholders will own a total of approximately 23.6 million shares (inclusive of inclusive of
Taking into consideration or account; including. up to 3 million shares issuable upon conversion of the convertible notes to the existing security holders of Prologue). The total number of shares of Encorium issued and outstanding at the time of the Business Combination is expected to be approximately 46.1 million.
The closing of the Business Combination is subject to a number of conditions, including, Encorium's due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired. , which it recently commenced, Linkcon's ability to enter into definitive agreements with the CRO entities to be acquired by Linkcon, Linkcon's ability to complete those transactions pursuant to the existing non-binding term sheets, the entry into a definitive agreement between Encorium and Linkcon, approval of the transaction by Encorium's Board of Directors and Encorium's stockholders, Chardan's ability to raise $25 million for investment in the combined entity and Encorium's ability to obtain a fairness opinion Fairness Opinion
A report put together by qualified analysts or advisors providing to key decision makers an evaluation of and facts about a merger or acquisition.
A fairness opinion serves as a document used for guidance in a merger, takeover, or acquisition. relating to relating to relate prep → concernant
relating to relate prep → bezüglich +gen, mit Bezug auf +acc the purchase price for Linkcon.
At closing, the annualized annualized
Of or relating to a variable that has been mathematically converted to a yearly rate. Inflation and interest rates are generally annualized since it is on this basis that these two variables are ordinarily stated and compared. revenue of the combined company (including Linkcon and Prologue) is expected to be in the range of $50-$55 million, supported by a backlog at closing of approximately $65-70 million. The growth strategy and future synergies that are expected to result from the Business Combination are believed to have the potential to enhance revenues significantly and accelerate profitability going forward.
Addressing the Need to Be Global
NZ informal food [Maori]
noun N.Z. (informal) food, grub (slang) provisions, fare, board, commons, eats (slang Lindevall, M.D., Ph.D., Encorium's Chief Executive Officer stated, "This is a monumental event in our Company's history. As we have noted in our conference calls and in announcements over the past year, we feel that CROs must be global in order to be competitive. Regulatory authorities Noun 1. regulatory authority - a governmental agency that regulates businesses in the public interest
administrative body, administrative unit - a unit with administrative responsibilities worldwide are requiring more safety data, and the size of clinical trials continues to increase. CROs require access to large, multi-ethnic populations with a wide variety of disease states. We have spent a significant amount of time, effort and resources identifying and targeting companies and opportunities that could enhance Encorium's presence in the global CRO marketplace. We feel that Linkcon's expanding group of CROs in India, Latin America Latin America, the Spanish-speaking, Portuguese-speaking, and French-speaking countries (except Canada) of North America, South America, Central America, and the West Indies. and China/Asia are not only geographically and functionally complementary to, but synergistic with, Encorium's capabilities in North America and Europe. We feel that this combination presents an incredible growth opportunity for our Company, and look forward to updating you on its progress."
Strategic Benefits and Objectives of the Transaction
Kenneth M. Borow, M.D., Encorium Group's President and Chief Medical and Strategic Development Officer, commented, "We are incredibly excited about this potential transaction. As the integrated global CRO it will make us, we will be able to provide our clients with cost effective and expeditious ex·pe·di·tious
Acting or done with speed and efficiency. See Synonyms at fast1.
ex solutions to complete large, multi-center, multi-national clinical trials as well as highly customized local projects. In addition, these acquisitions will significantly broaden our therapeutic area capabilities within targeted sectors and disease states with a particular emphasis on oncology, diabetes and Phase III Noun 1. phase III - a large clinical trial of a treatment or drug that in phase I and phase II has been shown to be efficacious with tolerable side effects; after successful conclusion of these clinical trials it will receive formal approval from the FDA cardiovascular trials. The strategic aggregation of these businesses will create an integrated, full-service, global, midsized CRO with operations spanning multiple continents, including countries in both the developed and developing world."
Close Relationship with Chardan Capital
Chardan Capital, a merchant bank working in China, is responsible for the listing of multiple Chinese companies Chinese owned companies can be defined as enterprises within mainland China, Hong Kong, Macau and the Republic of China (Taiwan):
A person who makes investments for a period of at least five years in order to finance his or her long-term goals. in Encorium Group, Inc.
Dr. Propper stated, "I have been an investor in the Company for several years and am committed to helping Encorium achieve its global and therapeutic area objectives. We feel that upon the closing of this transaction, the Company will be positioned to win large multinational CRO contracts that have previously been unattainable. We anticipate that the net result will be greatly enhanced value for all shareholders."
Encorium Group will hold a conference call tomorrow morning (June 12, 2008) at 9:00 A.M. ET to discuss this proposed Business Combination and its subsequent announcement of a letter of intent to acquire Prologue. To participate in the live call by telephone, please dial (866) 550-5902, or for international callers, please dial +1 706 643-2029. Those interested in listening to the conference call live via the Internet may do so by visiting the Company's Web site at www.encorium.com. Please go to the Web site 15 minutes prior to the scheduled start to register, download, and install any necessary audio software. A webcast audio replay will be available for approximately 30 days. A telephone audio replay will also be available through June 14, 2008, by dialing (800) 642-1687 from the U.S., or +1 706 645-9291 for international callers, and entering conference ID number 51480499 when prompted.
About Encorium Group, Inc.
Encorium Group, Inc. is a global clinical research organization specializing in the design and management of complex clinical trials and Patient Registries for the pharmaceutical, biotechnology and medical device industries. The Company's mission is to provide its clients with high quality, full-service support for their biopharmaceutical and medical device development programs. Encorium offers therapeutic expertise, experienced team management and advanced technologies. The Company has drug and biologics development as well as clinical trial experience across a wide variety of therapeutic areas such as infectious diseases infectious diseases: see communicable diseases. , cardiovascular, vaccines, oncology, diabetes endocrinology/metabolism, gene therapy, immunology immunology, branch of medicine that studies the response of organisms to foreign substances, e.g., viruses, bacteria, and bacterial toxins (see immunity). Immunologists study the tissues and organs of the immune system (bone marrow, spleen, tonsils, thymus, lymphatic , neurology neurology (nrŏl`əjē, ny–), study of the morphology, physiology, and pathology of the human nervous system. , gastroenterology gastroenterology
Medical specialty dealing with digestion and the digestive system. In the 17th century Jan Baptista van Helmont conducted the first scientific studies in the field; William Beaumont published his own observations in 1833. , dermatology dermatology (dûrmətŏl`əjē), branch of medicine concerned with diagnosis and treatment of diseases and disorders of the skin. , hepatology, women's health Women's Health Definition
Women's health is the effect of gender on disease and health that encompasses a broad range of biological and psychosocial issues. and respiratory medicine. Encorium believes that its expertise in the design of complex clinical trials, its therapeutic experience and commitment to excellence, and its application of innovative technologies, offer its clients a means to more quickly and cost effectively move products through the clinical development process. Encorium is headquartered in Wayne, Pennsylvania Wayne is an unincorporated community and a U.S. Post Office located on the Main Line, centered in Delaware County, Pennsylvania, United States. While the center of Wayne is in Radnor Township, Wayne extends into both Tredyffrin Township in Chester County and Upper Merion Township with its European base of operations Noun 1. base of operations - installation from which a military force initiates operations; "the attack wiped out our forward bases"
air base, air station - a base for military aircraft
army base - a large base of operations for an army in Espoo, Finland. The Company has a geographic footprint that includes over one billion people in North America, Western/Central/Eastern Europe, Scandinavia, and the Baltics.
This press release contains 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. identified by words such as "estimate," "project," "expect," "intend," "believe," "anticipate" and similar expressions regarding the potential acquisition of Prologue and the merger with Linkcon and our expectations regarding the effects of such transactions. Those statements involve risks and uncertainties, and actual results could differ materially from those discussed. Factors that could cause or contribute to such differences include, but are not limited to: (i) the timing of the closing, if any, of the acquisition of Prologue and the merger with Linckon; (ii) the completion to our satisfaction of due diligence regarding both Prologue and Linkcon; (iii) the acquisition by us of a fairness opinion relating to the purchase price for Linkcon; (iv) our ability to negotiate definitive agreements with Prologue and Linkcon; (v) Linkcon's ability to enter into definitive agreements with the CRO entities to be acquired by Linkcon and Linkcon's ability to complete those transactions pursuant to the existing non-binding term sheets; (vi) Chardan's ability to raise $25 million for investment in the combined entity; (vii) our ability to obtain the required corporate, stockholder and, if applicable, third-party and governmental approvals; (viii) the possibility that the transaction may not close; (ix) our ability to negotiate mutually acceptable employment arrangements with key employees of Prologue and Linkcon; (x) our ability to successfully integrate the businesses of Prologue and Linkcon; and (xi) the performance of the combined business to operate successfully and generate growth.
Additional risks and uncertainties that could affect the Company's future operating results and financial condition generally include, without limitation: (i) our success in attracting new business and retaining existing clients and projects; (ii) the size, duration, and timing of clinical trials we are currently managing may change unexpectedly; (iii) the termination, delay or cancellation of clinical trials we are currently managing could cause revenues and cash-on-hand to decline unexpectedly; (iv) the timing difference between our receipt of contract milestone or scheduled payments and our incurring costs to manage these trials; (v) outsourcing trends in the pharmaceutical, biotechnology and medical device industries; (vi) the ability to maintain profit margins in a competitive marketplace; (vii) our ability to attract and retain qualified personnel; (viii) the sensitivity of our business to general economic conditions; (ix) other economic, competitive, governmental and technological factors affecting our operations, markets, products, services and prices; (x) announced awards received from existing and potential customers are not definitive until fully negotiated contracts are executed by the parties; (xi) our backlog may not be indicative of future revenues and may not generate the revenues expected; (xii) our ability to successfully integrate the businesses of Encorium and Remedium Oy which we acquired on November 1, 2006; and (xiii) the performance of the combined business to operate successfully and generate growth. You should not place any undue reliance on these forward looking statements which speak only as of the date of this press release. Additional information concerning factors that might affect our business or stock price which could cause actual results to materially differ from those in forward-looking statements is contained in Encorium Group's SEC filings, including its Annual Report on 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.
See 10-K. for the year ended December 31, 2007 and other periodic reports under the Securities Exchange Act of 1934, as amended, copies of which are available upon request from Encorium Group's investor relations Investor relations
The process by which the corporation communicates with its investors. department or The Equity Group, Inc.