CINCINNATI, July 12, 2011 /PRNewswire/ -- Kendle
International Inc. (Nasdaq: KNDL) ("Kendle"), announced today the
expiration, as of 8:00 a.m.,
New York City time, on
July 11, 2011 (the "Expiration
Date"), of 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"). Kendle has accepted for payment
all Notes validly tendered and not validly withdrawn in the
Offer.
Pursuant to the terms of the Offer to Purchase and Consent
Solicitation Statement dated June 6,
2011, as amended and supplemented, and the related Letter of
Transmittal and Consent, as amended and supplemented (and together
with the Offer to Purchase and Consent Solicitation, the "Offer
Documents"), Kendle has accepted for purchase and paid for
$140,420,000 of the outstanding
$142,500,000 principal amount of the
Notes.
In connection with the tender offer for the Notes, as previously
announced, Kendle received the required consents to eliminate the
reporting covenant in the indenture under which the Notes were
issued. In addition, Kendle also announced that all
conditions to completion of the Offer have been satisfied or
waived. Accordingly, a supplemental indenture relating to the Notes
became operative upon the acceptance of the Notes by Kendle for
purchase, and the Third Supplemental Indenture among Kendle and
U.S. Bank National Association, as trustee for the holders of the
Notes, has been executed. Further, Kendle has notified the trustee
under the indenture governing the Notes that the Company intends to
discharge the purchased Notes in accordance with the terms of the
indenture and has deposited the requisite funds with the
trustee.
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 was 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, filed on
June 6, 2011, as amended and
supplemented. 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 Securities and Exchange Commission
(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.