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Bioclinica (BIOC) To Go Private At 20 Pct Premium

 January 30, 2013 10:14 AM

(By Balaseshan) BioClinica Inc. (NASDAQ: BIOC) said it has agreed to go private for $7.25 per share, representing a 20% premium to the previous closing price of shares of the provider of clinical research technology solutions.

BioClinica is being bought by a holding company controlled by private equity firm JLL Partners Inc. The holding company will begin a cash tender offer to buy all of BioClinica's common stock at a price of $7.25 a share, which results in an equity value of about $123 million.

Any BioClinica shares not tendered in the offer will be purchased in a second-step merger at the same cash price as paid in the tender offer. BioClinica's board has unanimously approved the definitive merger agreement.

The transaction will be financed by an equity commitment from JLL Partners and Ampersand Capital. The parties expect the tender offer to close before the end of this year's first quarter. Following completion of its proposed acquisition, BioClinica's stock will no longer trade on the NASDAQ stock exchange.

Simultaneously, JLL Partners said it has agreed to acquire CoreLab Partners Inc., a provider of medical imaging solutions and cardiac safety services based in Princeton, New Jersey.

The proposed acquisition of CoreLab Partners is contingent on the closing of the BioClinica transaction. Both acquisitions are expected to close concurrently.

Following the proposed acquisitions, BioClinica and CoreLab Partners will be merged to create a provider of medical imaging services and best-in-class eClinical solutions for clinical trials.

Ampersand Capital Partners, which is the majority owner of CoreLab Partners, will also be a significant investor in the combined company, which will be led by BioClinica's President and CEO Mark Weinstein.

BIOC is trading up 19.54% at $7.22 on Wednesday. The stock has been trading between $4.60 and $7.22 for the past 52 weeks.



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