Encorium Group Enters into Non-Binding Letters of Intent
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Reiterates Going Concern Opinion to Comply with NASDAQ Marketplace Rule
4350(b)(1)(B)
WAYNE, Pa., May 11 /PRNewswire/ -- 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 announced that it has entered into two non-binding letters of intent
("LOI") with respect to its U.S. business and its wholly owned European
subsidiary, Encorium Oy.
The first LOI involves the sale of the assets of Encorium Group, Inc., USA,
the Company's U.S. business. The Company has signed a non-binding LOI with a
full-service internationally based contract research organization for an
undisclosed price.
The second LOI involves the sale of the Company's wholly owned subsidiary
Encorium Oy. The Company has signed a non-binding LOI with a leading
full-service clinical research organization based in the United States and
with operations globally.
Terms of both agreements remain confidential and the closing of each sale is
subject to the completion of due diligence, execution of definitive
agreements, and the fulfillment of certain closing conditions, including, with
respect to the sale of Encorium Oy, Stockholder approval. Although the terms
of the transactions are not yet definitive, it is not currently expected that
distributions to stockholders will result in a substantial premium, if any, to
the current stock price.
Dr. David Ginsberg, Encorium Group's Chief Executive Officer, commented, "Over
the last several months we have been actively pursuing opportunities to
enhance and maximize stockholder value. Encorium's management and Board have
determined a sale of our assets was the best strategy to pursue. Both
purchasers are well-respected organizations with strong management teams and
therapeutic and regulatory expertise and we believe that transferring our
assets in these two transactions is in the best interest not only for our
stockholders, but for our customers and employees as well. These transactions
will enable our project teams to remain wholly intact so as to continue to
provide excellent service to our customers."
Going Concern
Encorium also reiterated that its independent registered public accounting
firm reported that the Company's audited consolidated financial statements for
the fiscal year ended December 31, 2008, included in the Company's Annual
Report on Form 10-K filed with the Securities and Exchange Commission on April
27, 2009, contains a paragraph that indicates that, while the Company's
financial statements have been prepared on a going concern basis, there is
substantial doubt about its ability to continue as a going concern, and that
no adjustments have been made to the financial statements that might result
from the outcome of this uncertainty.
This announcement is being made in compliance with NASDAQ Marketplace Rule
4350(b)(1)(B), which requires separate disclosure of the receipt of an audit
opinion that expresses doubt about the ability of the Company to continue as a
going concern. This announcement does not represent any change or amendment
to the Company's 2008 financial statements or to its annual report on Form
10-K.
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 not
result in a premium to 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.
SOURCE Encorium Group, Inc.
Encorium Group, Inc., Philip L. Calamia, Chief Financial Officer,
+1-610-975-9533, www.encorium.com; or Cameron Associates, Alison Ziegler,
+1-212-554-5469, alison@cameronassoc.com
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