Averion InternationalÂ Acquires Hesperion
SOUTHBOROUGH, Mass. -- Averion International today announced that it has acquired Hesperion AG, a Swiss-based, international, full-service, clinical research organization (CRO), from its parent company, Cerep SA. The â‚¬25.0 million (approximately $36.2 million) acquisition purchase price included an upfront cash payment of â‚¬20.0 million ($29.0 million) with an additional â‚¬5.0 million (approximately $7.2 million) to be paid within thirty days through the issuance of a promissory note. Averion is required to pay an additional â‚¬2.5 million in cash within thirty days of closing if it is not able to obtain a letter of credit securing the promissory note, at which point an unsecured promissory note in the amount of â‚¬2.5 million will be issued. With the completion of this acquisition, Averion now has 14 offices in 10 countries, a significantly strengthened presence in Europe, and has doubled its full-time employee base to approximately 400.
Averion today also announced that it has completed a senior secured debt financing, raising gross proceeds of $24.0 million to fund the acquisition through the issuance of three-year senior secured notes. The notes are secured by all of the assets of the Company and its subsidiaries and bear cash interest, payable quarterly in arrears, at the rate of 3% in the first year, and 10% and 15% in the second and third years, respectively. The holders of the notes also received an aggregate of 115,200,000 shares of common stock of the Company at the closing, bringing the total number of shares outstanding to 613,954,329. The outstanding principal of the notes is repayable at maturity.
The Company will also receive additional gross proceeds of $2.0 million within thirty days after the initial closing on the same terms, resulting in aggregate gross proceeds of $26 million to the Company from both closings. At such time as the additional $2.0 million in notes are purchased, the purchasers will also be issued an additional 9,600,000 shares of common stock. Collins Stewart LLC and Commonwealth Associates acted as co-placement agents and Jefferies & Company, Inc. acted as co-advisors for the transaction.
Philip T. Lavin, PhD, formerly Averionâ€™s Chief Executive Officer, has been named to the newly created position of Executive Chairman. Markus H. Weissbach, MD, PhD, Hesperionâ€™s CEO, has been appointed CEO of Averion and will relocate to the Companyâ€™s U.S. headquarters. Dr. Weissbach brings to Averion more than 18 years of clinical research management experience in the pharmaceutical industry. Chris Codeanne remains in his current capacity as Averionâ€™s Chief Financial Officer. Averion will continue to be headquartered in Southborough, Massachusetts with its European base of operations in Basel, Switzerland.
â€œThe acquisition of Hesperion, a high quality European CRO, represents an ideal strategic fit with Averionâ€™s U.S. centric business and approximately doubles the size of our Company. Both companies bring extensive long-term client relationships to the combined organization and have each been independently experiencing impressive organic growth. The combination creates a mid-size global CRO capable of managing complex larger global clinical trials for its clients,â€ said Michael Falk, Chairman of Averionâ€™s Board of Directors.
â€œCurrent CRO industry trends indicate a growing need for the ability to perform larger, full-service global trials. With this transaction, we enhance our competitive position by doubling the size of our operations and broadening our client base,â€ said Dr. Lavin. â€œWe have the capabilities to span the CRO lifecycle from first-in-man clinical trials through marketing authorization and into post-market surveillance and reimbursement. Averion now has the operational capacity necessary to compete for global clinical programs.â€
â€œHesperion has outperformed the CRO sector, achieving more than 20% annual growth over the last three years,â€ said Dr. Weissbach. â€œWith this transaction, the new Averion will be more competitive in the CRO market. We share a commitment to provide critical thinking and quality processes that are necessary for the development of strong customer partnerships. We believe the acquisition will allow us to expand the depth and breadth of quality services we provide to our clients.â€
Founded in 1996, Hesperion has extensive experience and expertise in cardiology and oncology. Hesperion has focused on establishing clinical development partnerships with medical device, biotech and pharmaceutical companies and has employed clinical research professionals worldwide with expertise in medical and regulatory affairs, clinical operations, data management and statistics. Hesperion has conducted more than 220 projects involving 41,000 subjects in 40 countries for more than 110 clients, and it has been successfully audited by EMEA and FDA for its work on the pivotal studies of TracleerÂ®, the breakthrough orphan treatment for pulmonary arterial hypertension developed by Actelion Ltd.
About Averion International Corp.
Averion International Corp. is a full service clinical research organization (CRO) that provides clinical research services to the pharmaceutical, biotechnology and medical device/diagnostic industries. The Company has a therapeutic focus in oncology, medical devices, dermatology and nephrology. Averionâ€™s core competencies are in FDA and product registration support, site selection, project management, medical and site monitoring, data management, biometrics, pharmacovigilance, medical writing, and full clinical trial management services throughout the clinical trials lifecycle. The Company has supported FDA approvals for products in many therapeutic areas including: oncology, medical devices, dermatology, and nephrology.
Averion is headquartered in Southborough, Mass. with European operations based in Basel, Switzerland. Averion has additional U.S. offices in California, Maryland and New York; and additional European offices in Austria, France, Germany, The Netherlands, Poland, Russia, and the United Kingdom; a location in Israel; and partnerships in Hungary, India and South America. For more information, visit www.averionintl.com.
Cerepâ€™s mission is to provide pharmaceutical companies with high quality services in drug discovery and drug development. Cerep provides solutions allowing faster and cost effective drug discovery by identifying at early stages the most promising drug candidates as well as eliminating those compounds likely to fail in development. Cerep has developed a unique know-how based on technologies of in vitro screening and profiling using its proprietary database BioPrintÂ®, which allows the modeling of clinical effects of drug candidates from their molecular properties.
Cerepâ€™s technologies benefit more than 460 pharmaceutical and biotechnological companies worldwide including most of the top pharmaceutical firms.
Over the past years, Cerep also developed a pipeline of drug candidates which includes collaborative products developed with Sanofi-Aventis and Bristol-Myers Squibb, as well as proprietary compounds (including one compound in phase I/II clinical trial in the field of cancer). These programs and associated compounds are either partnered or being licensed-out. Forward-Looking Statement
Statements contained in this press release that are not historical information are forward-looking statements as defined within the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the use of words such as "believe," "expect," "anticipate," "intend," "plan," "estimate," "project," or words of similar meaning, or future or conditional verbs such as "will," "would," "should," "could," or "may." Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected or implied. Those risks and uncertainties include, but are not limited to: our ability to attract, retain or integrate key personnel, including scientific and technical personnel; the termination, modification or delay of contracts which would, among other things, adversely impact our recognition of revenue included in backlog; risks associated with our pursuit of strategic acquisitions or investment in new markets; our ability to acquire and integrate new businesses; our dependence on certain industries and clients; our ability to adequately protect sensitive patient information and confidential information of clients; our ability to keep pace with rapid technological changes; fluctuation in our operating results; our ability to recruit suitable volunteers for the clinical trials of our clients; our exposure to exchange rate fluctuations and international economic, political and other risks; our ability to develop and market new services in the U.S., Europe and internationally; the highly competitive nature of our market; our exposure to changes in outsourcing trends in the pharmaceutical and biotechnology industries; the impact of government regulation on our business; whether we can achieve and maintain effective internal controls; and other risks. Certain of these risks and uncertainties, in addition to other risks, are more fully described in the Company's annual report on Form 10-KSB for the period ending December 31, 2006 and in the Company's other periodic reports filed with the Securities and Exchange Commission. These forward-looking statements are made only as of the date of this press release, and the Company assumes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events, or otherwise.