Encorium Group Updates Expected Timeframe with Respect to the Sale of its U.S. Business
01 Julio 2009 - 8:10AM
PR Newswire (US)
WAYNE, Pa., July 1 /PRNewswire-FirstCall/ -- Encorium Group, Inc.
(NASDAQ: ENCO), a full service multinational contract research
organization (CRO) that provides design, development, and
management capabilities for clinical trials and patient registries
to many of the world's leading pharmaceutical companies, today
provided an update to the expected timeframe surrounding its
previously announced letter of intent with Pierrel SpA, an
international contract research organization listed on Milano's
Stock Exchange, for the sale of its U.S. business. The sale, which
was originally expected to close on June 30, 2009, is now
anticipated to close by July 15, 2009. According to the most
recently amended letter of intent, Pierrel has the right to
purchase the Company's U.S. Line of Business for a purchase price
equal 17% of the Company's U.S. backlog at closing, less the amount
that assumed current liabilities exceed acquired current assets by
more than $500,000. The Company anticipates that backlog at closing
will be approximately $10.7 million. It is estimated that at
closing, the liabilities assumed by Pierrel will exceed the assets
transferred by the Company by more than the $500,000 deficiency
allowance. As a result, the Company does not anticipate it will
receive cash from Pierrel at closing. The Company is proceeding
with negotiations and diligence with respect to the sale of the
Company's wholly owned subsidiary Encorium OY to a leading
full-service clinical research organization based in the United
States and with operations globally, as announced on May 11, 2009.
The Company anticipates that the closing of this transaction will
occur in the fourth quarter of 2009. Terms of the agreement with
respect to the sale of Encorium OY remain confidential and the
closing is subject to the completion of due diligence, execution of
a definitive agreement, and the fulfillment of certain closing
conditions, including stockholder approval. Based on the facts
known to the Company at present, it is anticipated that any
distributions to stockholders in connection with the transactions
will be significantly less than the current stock price. 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, cardiovascular, vaccines, oncology, diabetes
endocrinology/metabolism, gene therapy, immunology, neurology,
gastroenterology, dermatology, hepatology, women's health 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 with its European
base of operations 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 identified by
words such as "estimate," "project," "expect," "intend," "believe,"
"anticipate" and similar expressions regarding the potential sale
of the U.S. business and Encorium OY 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 transactions; (ii) the completion to the
purchasers satisfaction of due diligence; (iii) the acquisition by
us of a fairness opinion relating to the purchase price for the
sale of Encorium OY; (iv) our ability to negotiate definitive
agreements with the Purchasers; (v) the possibility that the
transactions may not close; and (vi) the risk that any
distributions to stockholders in connection with the transactions
will be significantly less than the current stock price. Additional
risks and uncertainties that could affect the Company's future
operating results and financial condition generally include,
without limitation: (i) the risk that we may not have sufficient
funds to operate our business; (ii)our success in attracting new
business and retaining existing clients and projects; (iii) the
size, duration and timing of clinical trials we are currently
managing may change unexpectedly; (iv) the termination, delay or
cancellation of clinical trials we are currently managing could
cause revenues and cash-on-hand to decline unexpectedly; (v) the
timing difference between our receipt of contract milestone or
scheduled payments and our incurring costs to manage these trials;
(vi) outsourcing trends in the pharmaceutical, biotechnology and
medical device industries; (vii) the ability to maintain profit
margins in a competitive marketplace; (viii) our ability to attract
and retain qualified personnel; (ix) the sensitivity of our
business to general economic conditions; (x) other economic,
competitive, governmental and technological factors affecting our
operations, markets, products, services and prices; (xi) announced
awards received from existing and potential customers are not
definitive until fully negotiated contracts are executed by the
parties; (xii) our backlog may not be indicative of future results
and may not generate the revenues expected; (xiii) our ability to
successfully integrate the business of Remedium OY, which we
acquired on November 1, 2006; (xiv) the performance of the combined
businesses to operate successfully and generate growth; and (xv)
uncertainties regarding the availability of additional capital and
continued listing of our common stock on Nasdaq. You should not
place undue reliance on any forward-looking statement. We undertake
no obligation to publicly release the result of any revision of
these forward-looking statements to reflect events or circumstances
after the date they are made or to reflect the occurrence of
unanticipated events. Please refer to the section entitled "Risk
Factors" in the Form 10-K for a more complete discussion of factors
which could cause our actual results and financial position to
change. 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 for the year ended December 31, 2008 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 department. http://www.encorium.com/
DATASOURCE: Encorium Group, Inc. CONTACT: Philip L. Calamia, Chief
Financial Officer of Encorium Group, Inc., +1-610-975-9533; or
Alison Ziegler of Cameron Associates, +1-212-554-5469, Web Site:
http://www.encorium.com/
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