ClinPhone Shareholders Approve Acquisition by PAREXEL

BOSTON, July 22 /PRNewswire-FirstCall/ -- PAREXEL International
Corporation (Nasdaq: PRXL), a leading global biopharmaceutical services
organization ("PAREXEL" or the "Company"), today provided an update with
regard to the previously announced proposal whereby an indirect wholly owned
subsidiary of PAREXEL will acquire the entire issued and to be issued ordinary
share capital of ClinPhone plc, a company traded on the London Stock Exchange
("ClinPhone") (the "Acquisition"). Earlier today, ClinPhone Shareholders
voted to approve, by the necessary majorities, the scheme of arrangement under
sections 895 to 899 of Companies Act 2006 and other associated matters to
implement the Acquisition. Terms defined but not used in this announcement
shall (unless the context otherwise requires) have the same meanings as set
out in the Rule 2.5 Announcement filed as Exhibit 2.2 to the Company's Current
Report on Form 8-K filed with the SEC on June 13, 2008.
The implementation of the Acquisition remains conditional on the
satisfaction or waiver of the remaining Conditions set out in the scheme
document mailed to ClinPhone Shareholders on June 27, 2008 (the "Scheme
Document"), including the sanction of the Scheme and the confirmation of the
Capital Reduction by the Court. It is anticipated that the Court hearing to
sanction the Scheme will take place on August 8, 2008 and the Court hearing to
confirm the Capital Reduction will take place on August 13, 2008, with the
Scheme becoming effective on August 14, 2008 and checks being dispatched or
settlement through CREST being within 14 days of the Scheme becoming
effective.
Notice to US Holders: The Acquisition relates to the shares of an English
company and is being made by means of a scheme of arrangement provided for
under English company law. A transaction effected by means of a scheme of
arrangement is not subject to the tender offer rules or the proxy solicitation
rules under the US Securities Exchange Act of 1934 (as amended). Accordingly,
the Acquisition is subject to the disclosure requirements and practices
applicable in the United Kingdom to schemes of arrangement, which differ from
the disclosure requirements of US tender offer and proxy solicitation rules.
If, in the future, PAREXEL International Holding UK Limited exercises its
right to implement the Acquisition by way of an Offer and determines to extend
the Offer into the United States, the Acquisition will be made in compliance
with applicable United States laws and regulations. Financial information
included in this announcement and the Scheme Document has been or will have
been prepared in accordance with accounting standards applicable in the United
Kingdom, which may not be comparable to the financial information of US
companies or companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the United States and that
are subject to US auditing and auditor independence standards.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or
becomes, "interested" (directly or indirectly) in 1 percent, or more of any
class of "relevant securities" of ClinPhone, all "dealings" in any "relevant
securities" of ClinPhone (including by means of an option in respect of, or a
derivative referenced to, any such "relevant securities") must be publicly
disclosed by no later than 3:30 p.m. (London time) on the Business Day
following the date of the relevant transaction. This requirement will
continue until the date on which the Scheme becomes Effective (or if
implemented by way of an Offer, the Offer becomes, or is declared,
unconditional as to acceptances) or otherwise lapses or is otherwise withdrawn
or on which the "offer period" otherwise ends. If two or more persons act
together pursuant to an agreement or understanding, whether formal or
informal, to acquire an "interest" in "relevant securities" of ClinPhone, they
will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in
"relevant securities" of ClinPhone by PAREXEL or ClinPhone, or by any of their
respective "associates," must be disclosed by no later than 12:00 noon (London
time) on the Business Day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities
in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long
economic exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest"
by virtue of the ownership or control of securities, or by virtue of any
option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be
found on the Panel's website. If you are in any doubt as to whether or not
you are required to disclose a "dealing" under Rule 8, you should consult the
Panel.
About PAREXEL International Corporation
PAREXEL International Corporation is a leading global biopharmaceutical
services organization, providing a broad range of knowledge-based contract
research, medical communications and consulting services to the worldwide
pharmaceutical, biotechnology and medical device industries. Committed to
providing solutions that expedite time-to-market and peak-market penetration,
PAREXEL has developed significant expertise across the development and
commercialization continuum, from drug development and regulatory consulting
to clinical pharmacology, clinical trials management, medical education and
reimbursement. Perceptive Informatics, Inc., a subsidiary of PAREXEL, provides
advanced technology solutions, including medical imaging, to facilitate the
clinical development process. Headquartered near Boston, Massachusetts,
PAREXEL operates in 63 locations throughout 52 countries around the world, and
has over 7,680 employees. For more information about PAREXEL International
visit www.PAREXEL.com.
This release contains "forward-looking" statements regarding future
results and events, including, without limitation, statements regarding
expected financial results, future growth and customer demand. For this
purpose, any statements contained herein that are not statements of historical
fact may be deemed forward-looking statements. Without limiting the
foregoing, the words "believes," "anticipates," "plans," "expects," "intends,"
"appears," "estimates," "projects," "targets," and similar expressions are
also intended to identify forward-looking statements. The forward-looking
statements in this release involve a number of risks and uncertainties. The
Company's actual future results may differ significantly from the results
discussed in the forward-looking statements contained in this release.
Important factors that might cause such a difference include, but are not
limited to, risks associated with: actual operating performance; actual
expense savings and other operating improvements resulting from recent
restructurings; the loss, modification, or delay of contracts which would,
among other things, adversely impact the Company's recognition of revenue
included in backlog; the Company's dependence on certain industries and
clients; the Company's ability to win new business, manage growth and costs,
and attract and retain employees; the Company's ability to complete additional
acquisitions and to integrate newly acquired businesses or enter into new
lines of business, including, without limitation, the acquisition of
ClinPhone; the impact on the Company's business of government regulation of
the drug, medical device and biotechnology industry; consolidation within the
pharmaceutical industry and competition within the biopharmaceutical services
industry; the potential for significant liability to clients and third
parties; the potential adverse impact of health care reform; and the effects
of exchange rate fluctuations and other international economic, political, and
other risks. Such factors and others are discussed more fully in the section
entitled "Risk Factors" of the Company's Quarterly Report on Form 10-Q for the
period ended March 31, 2008 as filed with the SEC on May 9, 2008, which "Risk
Factors" discussion is incorporated by reference in this press release. The
forward-looking statements included in this press release represent the
Company's estimates as of the date of this release. The Company specifically
disclaims any obligation to update these forward-looking statements in the
future. These forward-looking statements should not be relied upon as
representing the Company's estimates or views as of any date subsequent to the
date of this press release.
PAREXEL is a registered trademark of PAREXEL International Corporation,
and Perceptive Informatics is a trademark of Perceptive Informatics, Inc. All
other names or marks may be registered trademarks or trademarks of their
respective business and are hereby acknowledged.
CONTACTS:
James Winschel, Senior Vice President and Chief Financial Officer
Jill Baker, Vice President of Investor Relations
+781-434-4118

SOURCE PAREXEL International Corporation

James Winschel, Senior Vice President and Chief Financial Officer or Jill
Baker, Vice President of Investor Relations, both of PAREXEL International
Corporation, +1-781-434-4118