Publicis Groupe: PDI Enters Definitive Agreement to Sell Its Commercial Services Business to Publicis Healthcare Communications Group
(Thomson Reuters ONE) -
PDI Enters Definitive Agreement to Sell Its Commercial Services Business to
Publicis Healthcare Communications Group
PDI to Focus on Growing Molecular Diagnostics Business; Plans to Change Name to
Interpace Diagnostics Group
PDI to receive $25.5 to $32.5 million up front cash payment and a contingent
earnout payment
Combination Would Create A Global Leader in Healthcare Commercial Services
Parsippany, NJ & Yardley, PA, November 2, 2015 -- PDI, Inc. (Nasdaq: PDII) and
Publicis Healthcare Communications Group (PHCG), part of Publicis Groupe
[Euronext Paris: FR0000130577, CAC40], have entered into a definitive asset
purchase agreement under which PHCG will acquire PDI's Commercial Services
business (CSO) for an initial cash payment at closing of up to approximately $33
million, $7 million of which is contingent upon securing certain CSO client
commitments, plus an earnout payment based upon 2016 CSO revenue. While there
are no assurances that any earnout payment will be achieved, PDI expects the
earnout payment to range from $5 million to $15 million if certain CSO client
commitments are obtained. If earned, the earnout payment will be payable in
April 2017. This transaction, which has been unanimously approved by the board
of directors of both companies, is subject to PDI's stockholder approval and
customary closing conditions. Stockholders representing approximately 46%
percent of PDI's outstanding shares have agreed, subject to certain conditions,
to vote in favor of the transaction.
PDI intends to utilize proceeds from the transaction to strengthen its balance
sheet and focus resources on its growing molecular diagnostic business. After
closing of the transaction, PDI will change its corporate name to Interpace
Diagnostics Group, Inc. as well as its NASDAQ trading symbol to IDXG.
With the acquisition of PDI, PHCG's salesforce will count more than 4000
healthcare professionals to meet their clients' needs, and will further
strengthen their leadership in providing customized sales, service and clinical
teams. This makes PHCG the most powerful source for outsourced healthcare
promotional and marketing talent in the industry.
"Our Board of Directors believes that this transaction is in the best interest
of our clients, our employees, and our stockholders. Our agreement with Publicis
Healthcare Communications Group is a win-win situation for both companies and
maximizes the value of our CSO business for our stockholders," said Nancy
Lurker, President & CEO of PDI.
Nicholas Colucci, CEO of Publicis Healthcare Communications Group commented, "We
believe the addition of the PDI CSO business will enhance our position as a
leading commercialization partner to pharmaceutical and biotech companies
globally. Our team has an excellent track record of integrating acquired assets
into our operations. We are confident that the addition of PDI's CSO business to
our existing capabilities will immediately benefit both our clients. The
combination also creates positive career opportunities for the CSO field
organizations; and we look forward to welcoming the PDI CSO team to our
company."
Graham Miao, Executive Vice President and CFO of PDI added, "Upon closing, we
intend to use approximately $22 million of the cash proceeds to pay off our
existing commercial debt. We expect the remaining cash proceeds, net of
transaction costs, to increase our cash position at closing by approximately $2
to $9 million, contingent on securing certain CSO client commitments and subject
to customary working capital adjustments. We currently expect that the
transaction will close during the fourth quarter of this year."
Craig-Hallum Capital Group, LLC acted as exclusive financial advisor to PDI in
connection with the proposed transaction and delivered a fairness opinion to
PDI's Board of Directors.
IMPORTANT TRANSACTION INFORMATION
In connection with the transaction, the Company will file a proxy statement with
the SEC. Investors and security holders are advised to read the proxy statement
when it becomes available, because it will contain important information.
Investors and security holders may obtain a free copy of the proxy statement
(when available) and other documents filed by the Company at the SEC's website
at www.sec.gov. The proxy statement and such other documents may also be
obtained for free from the Company by directing such request to the Company at,
PDI, Inc., Morris Corporate Center 1, Building A, 300 Interpace Parkway,
Parsippany, NJ 07054, Attention: Chief Financial Officer, or by telephone at
(800) 242-7494. The Company and certain of its directors and executive officers
may be deemed to be participants in the solicitation of proxies from its
stockholders in connection with the transaction. Certain executive officers and
directors of the Company have interests in the transaction that may differ from
the interests of stockholders generally including without limitation
acceleration of vesting of stock options, restricted stock and other benefits
conferred under employment agreements. These interests will be described in the
proxy statement when it becomes available. Information concerning the interests
of the Company's participants in the solicitation is set forth in the Company's
proxy statements and Annual Reports on Form 10-K, previously filed with the SEC,
and in the proxy statement relating to the transactions when it becomes
available.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, Section 21E of the Securities
Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995,
relating to our future financial and operating performance. PDI has attempted to
identify forward looking statements by terminology including "believes,"
"estimates," "anticipates," "expects," "plans," "projects," "intends,"
"potential," "may," "could," "might," "will," "should," "approximately" or other
words that convey uncertainty of future events or outcomes to identify these
forward-looking statements. These statements are based on current expectations,
assumptions and uncertainties involving judgments about, among other things,
future economic, competitive and market conditions and future business
decisions, all of which are difficult or impossible to predict accurately and
many of which are beyond PDI's control. These statements also involve known and
unknown risks, uncertainties and other factors that may cause PDI's actual
results to be materially different from those expressed or implied by any
forward-looking statement. Known and unknown risks, uncertainties and other
factors include, but are not limited to, our ability to adequately finance the
business, the market's acceptance of our molecular diagnostic tests; projections
of future revenues, growth, gross profit and anticipated internal rate of return
on investments; the loss, early termination or significant reduction of any of
our existing service contracts; the failure to meet performance goals in PDI's
incentive-based arrangements with customers; the inability to secure additional
business; or our inability to develop more predictable, higher margin business
through sales of our molecular diagnostic tests, in-licensing or other means.
Additionally, all forward-looking statements are subject to the risk factors
detailed from time to time in PDI's periodic filings with the Securities and
Exchange Commission (SEC), including without limitation, the Annual Report on
Form 10-K filed with the SEC on March 5, 2015 and in PDI's Form 10-Q filed with
the SEC on August 14, 2015. Because of these and other risks, uncertainties and
assumptions, undue reliance should not be placed on these forward-looking
statements. In addition, these statements speak only as of the date of this
press release and, except as may be required by law, PDI undertakes no
obligation to revise or update publicly any forward-looking statements for any
reason.
ABOUT PDI, INC.
PDI is a leading healthcare commercialization company providing go-to-market
strategy and execution to established and emerging pharmaceutical,
biotechnology, diagnostics and healthcare companies in the United States through
its Commercial Services business, and developing and commercializing molecular
diagnostic tests through its Interpace Diagnostics business. PDI's Commercial
Services is focused on providing outsourced pharmaceutical, biotechnology,
medical device and diagnostic sales teams to its corporate customers. PDI's
Interpace Diagnostics is focused on developing and commercializing molecular
diagnostic tests, leveraging the latest technology and personalized medicine for
better patient diagnosis and management. For more information about us, please
visit www.pdi-inc.com.
ABOUT PUBLICIS HEALTHCARE COMMUNICATIONS GROUP
Publicis Healthcare Communications Group (PHCG) is the largest health-oriented
agency network in the world. A division of Publicis Groupe, PHCG manages top-
tier agencies specializing in promoting innovative solutions in advertising,
digital, branding, message delivery, market access, and medical communications.
PHCG is dedicated to creating experiences that compel action, change lives, and
amplify business outcomes. With more than 5,500 employees, PHCG manages 12
agency brands through 60 offices located in 10 countries. PHCG's brands are
Saatchi & Saatchi Wellness, Digitas Health LifeBrands, Publicis Life Brands,
Razorfish Health, Heartbeat Ideas, Discovery, in-sync Customer Insights,
Publicis Health Media, Publicis Touchpoint Solutions, Maxcess, and Verilogue.
Web: www.publicishealthcare.com
Facebook: (at)publicishealthcare
Twitter: (at)PublicisHealthC
CONTACTS:
PDI, Inc and Interpace Diagnostics
Investor Relations:
Chris Dailey/Doug Sherk
EVC Group, Inc.
(646) 445-4800
cdailey(at)evcgroup.com
Corporate Media:
Corinne de Palma
CD Public Relations
(212) 399-0887
Corinne(at)CDPublicrelations.net
PUBLICIS HEALTHCARE COMMUNICATIONS GROUP:
Michelle AuBuchon, PHCG
Phone: (212) 771-5528
Mobile: (917) 703-2870
michelle.aubuchon(at)publicishealthcare.com
This announcement is distributed by GlobeNewswire on behalf of
GlobeNewswire clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Publicis Groupe via GlobeNewswire
[HUG#1962449]
Unternehmensinformation / Kurzprofil:
Datum: 02.11.2015 - 08:00 Uhr
Sprache: Deutsch
News-ID 431012
Anzahl Zeichen: 11888
contact information:
Town:
Paris
Kategorie:
Business News
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