Encorium Group Provides Update to LOI with Respect to the Sale of its U.S. Business
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Encorium Group Provides Update to LOI with Respect to the Sale of its U.S.
Business
WAYNE, Pa., May 18 /PRNewswire-FirstCall/ -- 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 the initial non-binding letter of intent with
respect to its U.S. business has been terminated and that the Company has
entered into another letter of intent with Pierrel SpA, an international
contract research organization listed on Milano's Stock Exchange.
Subject to the negotiation of a definitive agreement, pursuant to the letter
of intent, Pierrel has the right to purchase the U.S. Line of Business for a
purchase price equal to a percentage of the Company's U.S. backlog calculated
as of the closing or $1.35 million, whichever is greater, less the amount, if
any, that assumed current liabilities, less assumed current assets exceeds
$350,000. In addition to the purchase price payable at closing, Pierrel will
pay Encorium a 10% commission on the value of any new contract, net of
pass-through costs, executed after the closing date but prior to December 31,
2009, which constitute part of the Company's pipeline at closing.
Encorium Group plans to file a Current Report on Form 8-K with the United
States Securities and Exchange Commission today containing a more detailed
description of the parties' rights and obligations under the agreement.
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 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 transaction; (ii) the completion to the purchaser's satisfaction
of due diligence; (iii) our ability to negotiate a definitive agreements with
the Purchaser; (iv) the possibility that the transaction may not close; and
(vi) the risk that any distributions to stockholders in connection with the
transaction and with respect to the potential sale of Encorium Oy 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.
CONTACT:
Encorium Group, Inc. Cameron Associates
Philip L. Calamia, Chief Financial Officer Alison Ziegler
610-975-9533 212-554-5469
www.encorium.com alison@cameronassoc.com
SOURCE Encorium Group, Inc.
Philip L. Calamia, Chief Financial Officer, Encorium Group, Inc.,
+1-610-975-9533; or Alison Ziegler, Cameron Associates, +1-212-554-5469,
alison@cameronassoc.com
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