CINCINNATI, July 6, 2011 /PRNewswire/ -- Kendle International
Inc. (Nasdaq: KNDL) ("Kendle"), announced today that in connection
with its previously announced cash tender offer and consent
solicitation for any and all of its $142.5
million aggregate principal amount of outstanding 3.375%
Convertible Senior Notes due 2012 (CUSIP No. 48880LAA5; ISIN No.
US48880LAA52) (the "Notes"), it has elected to extend the
expiration date of the Offer to 8:00
a.m., New York City time,
July 11, 2011, unless extended or
earlier terminated (the "Expiration Time") from 8:00 a.m., New York
City time, July 6, 2011.
The Offer Expiration Time may be further extended to the
extent necessary to enable the settlement of the Offer to coincide
with the date the Merger becomes effective.
As of 8:00 a.m., New York City time, on July 6, 2011, a total of $102,381,000 principal amount of Notes, which
represents 71.85% of the $142,500,000
outstanding principal amount, has been tendered and not withdrawn
pursuant to the Offer.
Holders tendering their Notes will be required to consent to the
proposed amendment to the indenture governing the Notes, which
would eliminate the reporting covenant in the indenture. The
tender offer and consent solicitation is being made pursuant to the
terms and conditions set forth in the Offer to Purchase and Consent
Solicitation Statement dated June 6,
2011 for the Notes and the related Letter of Transmittal and
Consent (both as amended in the Schedule TO that Kendle filed (as
amended and supplemented, the "Schedule TO") with the U.S.
Securities and Exchange Commission (the "SEC") and together, the
"Offer Documents").
Kendle has retained Morgan Stanley & Co. LLC ("Morgan
Stanley") to act as dealer manager in connection with the tender
offer and consent solicitation. Questions about the tender
offer and consent solicitation may be directed to Morgan Stanley at
(800) 624-1808 (toll free) or (212) 761-1941 (collect).
Copies of the Offer Documents and other related documents may
be obtained from Global Bondholder Services Corporation, the
information agent for the tender offer and consent solicitation, at
(866) 470-4300 (toll free) or (212) 430-3774 (for banks and brokers
only).
The tender offer and consent solicitation is being made solely
pursuant to the applicable Offer Documents, which set forth the
complete terms of the tender offer and consent solicitation.
Holders should also read the Schedule TO. Under no
circumstances shall this press release constitute an offer to
purchase or the solicitation of an offer to sell the Notes or any
other Kendle securities. This press release also is not a
solicitation of consents to the proposed amendment to the
indenture. No recommendation is made as to whether holders of
the securities should tender their securities or give their
consent.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any security and shall not
constitute an offer, solicitation or sale of any securities in any
jurisdiction in which such offering, solicitation or sale would be
unlawful.
About Kendle
Kendle International Inc. (Nasdaq: KNDL) is a leading global
clinical research organization providing the full range of early-
to late-stage clinical development services for the world's
biopharmaceutical industry. Kendle's focus is on innovative
solutions that reduce cycle times for its customers and accelerate
the delivery of life-enhancing products to market for the benefit
of patients worldwide. As one of the world's largest global
providers of Phase I-IV services, Kendle offers experience spanning
more than 100 countries, along with industry-leading patient access
and retention capabilities and broad therapeutic expertise, to meet
its customers' clinical development challenges. For more
information, please visit www.kendle.com.
Forward Looking Statements
This press release contains forward-looking statements,
including, but not limited to, statements relating to the proposed
Merger between Kendle and INC, as defined above, and the expected
timing and completion of the transaction. Words such as
"anticipate," "believe," "plan," "estimate," "expect," "intend,"
"will," "should," "may," and other similar expressions are intended
to identify forward-looking statements. Such statements are based
upon the current beliefs and expectations of Kendle's management
and involve a number of significant risks and uncertainties, many
of which are difficult to predict and are generally beyond the
control of Kendle. Actual results may differ materially from the
results anticipated in these forward-looking statements. There can
be no assurance as to the timing of the closing of the transaction,
or whether the transaction will close at all. The following
factors, among others, could cause or contribute to such material
differences: the ability to obtain the approval of the transaction
by Kendle's shareholders; the ability to obtain required regulatory
approvals of the transaction or to satisfy other conditions to the
transaction on the terms and expected timeframe or at all;
transaction costs; economic conditions; a material adverse change
in the business, assets, financial condition or results of
operations of Kendle; and the effects of disruption from the
transaction making it more difficult to maintain relationships with
employees, customers or other business partners. Additional factors
that could cause Kendle's results to differ materially from those
described in the forward-looking statements can be found in the
periodic reports filed with the SEC and in the proxy statement
Kendle has filed with the SEC and mailed to its shareholders with
respect to the proposed transaction, which are or will be available
at the SEC's web site (http://www.sec.gov) at no charge. Kendle
assumes no responsibility to update any forward-looking statements
as a result of new information or future developments except as
expressly required by law. All subsequent written and oral
forward-looking statements attributable to Kendle, or persons
acting on Kendle's behalf, are expressly qualified in their
entirety by these cautionary statements.
SOURCE Kendle International Inc.