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Tuesday November 27, 2007
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SOURCE: eResearchTechnology,
Inc.
eResearchTechnology (eRT) Agrees to Acquire the Centralized ECG Business of Covance
Covance and eRT Enter into Exclusive Marketing Agreement to Offer eRT's Cardiac Safety Services to Covance's Clients for 10 Years
PHILADELPHIA, Nov. 27 /PRNewswire-FirstCall/
-- eResearchTechnology, Inc. (eRT), (Nasdaq: ERES
- News),
a leading provider of technology and services to the pharmaceutical, biotechnology and medical device industries, announced today that it has agreed to acquire the centralized ECG business of Covance Inc. In addition, Covance and eRT have entered into an exclusive ten-year marketing agreement to supply eRT's centralized cardiac safety services to Covance's clients. It is expected that the acquisition will close on or before November 28, 2007.
"By acquiring the centralized cardiac services of Covance, eRT is furthering its commitment as a leader in the cardiac safety field. The scale, expertise, and ancillary technology benefits that will be derived from the acquisition will allow us to provide better and more cost-effective services to our valued clients and to the drug development industry," said Dr. Michael McKelvey, President and CEO of eRT. "By engaging in this long-term strategic relationship with the world's largest publicly-traded CRO, eRT is looking to extend its global leadership position in the area of cardiac safety."
"Covance remains fully committed to providing our clients with integrated drug development solutions, including critical cardiac safety data in clinical projects," said Joe Herring, Chairman and CEO of Covance. "Under the new marketing arrangement, we believe our clients will benefit from eRT's industry-leading centralized ECG services. The transaction also allows Covance's management team to focus more attention on growing our service offerings in the larger markets we serve."
eRT will continue to collaborate with all of its other key CRO, Phase I, Academic Research Centers, and other strategic partners to promote speed, accuracy, and reliability of data collection and reporting and quality study conduct for their clients.
SOURCE: eResearchTechnology, Inc.
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GENERAL ACQUISITION QUESTIONS
1. Who is Covance?
Based in Princeton, New Jersey, Covance (http://www.covance.com) is one of the world's largest and most comprehensive drug development services companies with annual revenues greater than $1.5 billion, global operations in more than 20 countries, and more than 8,700 employees worldwide. Covance services support Pre-clinical Testing, Clinical Pharmacology (Phase I), Clinical Research (Phase II/III), Peri-approval (Phase IV) and Central Laboratory Services.
2. Who is eRT?
eResearchTechnology, Inc. (eRT) is a provider of technology-based products and services that enable the pharmaceutical, biotechnological, medical device, and contract resource companies to collect, interpret, and distribute cardiac safety and clinical data more efficiently. The Company is a market leader in providing centralized electrocardiographic (diagnostic) services and a leading provider of technology and services designed to streamline the clinical trial process by enabling its customers to automate many parts of a clinical trial.
3. Why is Covance divesting Cardiac Safety Services?
The divestiture allows Covance's management team to focus more attention and investment on growing our core service offerings. Cardiac Safety Services accounted for less than 2% of total company revenues. This business decision also reflects Covance's continued commitment to providing our clients with integrated drug development solutions, including critical cardiac safety data. eRT is a market leader in providing centralized electrocardiographic (diagnostic) services, and under the new marketing arrangement, we believe our clients will benefit from eRT's industry-leading services as part of our integrated offerings on clinical projects.
4. What exactly is eRT purchasing?
Covance Cardiac Safety Services, Inc., the centralized cardiac services of Covance. With eRT's acquisition of Covance Cardiac Safety Services, Inc., the Reno operation will be called Covance Cardiac Safety Services, a subsidiary of eResearchTechnology, Inc. In the near future, "Covance" will be removed from the name of the organization following completion of specific regulatory paperwork.
5. Why is eRT making this purchase?
Continued Commitment to Cardiac Safety: By engaging in this 10-year strategic relationship with the world's largest publicly-traded CRO, eRT is furthering its commitment as the leader in the cardiac safety field. The scale, expertise, and ancillary technology benefits that will be derived from this relationship will allow us to provide better and more cost-effective services to the drug development industry.
6. How will this affect studies currently conducted at Covance, including in Phase I, Central Labs, and Clinical Development?
We expect that studies will not be affected by this new marketing agreement with eRT. eRT will honor contractual commitments, pricing, and service levels for ongoing projects. All projects will continue to be comprehensively supported by eRT's professional staff. The Project Manager for all current projects will be contacting clients to answer questions and provide additional clarity regarding this change. We will work closely with the eRT management team to assure projects stay on track.
7. How does this affect any studies currently being proposed by Covance?
The eRT and Covance management teams are working closely to ensure a smooth integration takes place. eRT is undertaking a detailed analysis of all active and planned study commitments to determine how to best meet the needs of each study team. In the coming days, Project Managers will contact clients to review the status of the proposal. During that call, the PMs will also answer questions and provide additional clarity regarding this acquisition.
FINANCIAL QUESTIONS
1. What were the terms of the Agreement with eRT?
Covance has sold its centralized ECG business to eRT and has entered into a 10-year exclusive marketing agreement to offer its clients cardiac safety services through eRT's robust centralized ECG platform.
In exchange for its centralized ECG business, which accounted for less than 2% of total company's annual net revenues, Covance disclosed that it has received an upfront cash payment from eRT of approximately $35 million with the opportunity to receive up to an additional $14 million in contingent consideration based upon eRT's realization of revenue from the backlog transferred as well as from new contracts secured under the long-term marketing arrangement. Terms of the marketing agreement were not disclosed.
2. What were the terms of the transaction?
In exchange for its centralized ECG business, Covance received an upfront cash payment from eRT of approximately $35 million with the opportunity to receive up to an additional $14 million based upon eRT's realization of revenue from the backlog transferred as well as from new contracts secured under the long-term marketing arrangement. Terms of the marketing agreement were not disclosed.
CLIENT QUESTIONS
1. How will my on-going project be managed in the future?
Ongoing studies will continue to be managed as they are currently with your assigned Project Manager and study team. As operational efficiencies or modifications are considered, you will be consulted prior to any changes being implemented.
2. Will I still work with the same people?
eRT will make every effort to maintain the same people on all studies; however, based on their careful assessment of each study and the combined staffing of the newly expanded company, it is anticipated that some studies will experience a change in personnel. A detailed transition procedure will be implemented for each study experiencing a change. Any changes to your key contacts will be communicated to you as part of the transition procedure.
3. Will my data be safe? How will my data be protected?
Yes. All data will be retained in the current secured environment. As the integration process continues any data transfers will be verified and documented and maintained in eRT's secured network.
4. How will my data be transferred to eRT from Covance?
All data will continue to be maintained and processed in the current location for active studies. Upon completion of the studies, data will be transferred to eRT either via back up tape or, where applicable, hardware containing data will be transferred to eRT.
5. How about my billing? Will the process or cycles change?
eRT anticipates it will take until approximately mid-2008 for the Covance finance system to be fully integrated into eRT's system, at which time invoices for work performed in Reno and Crawley will be generated out of eRT Philadelphia. Until that time, the invoices will remain the same.
6. Will my active studies be migrated to new systems?
Based on the duration and requirements of your study it may be possible to migrate active studies to eRT's EXPeRT system, which would provide enhanced reporting features and functions. Your Project Manager will contact you and discuss in detail this process prior to making any changes. These migrations would not impact the quality or consistency of your ECG results.
7. Will there be any changes in how my studies are conducted?
eRT will make every effort to maintain your current study team. There will be no immediate changes to how your studies are conducted. Ongoing studies will continue to be managed as they are currently with your assigned Project Manager and study team. As operational efficiencies or modifications are made, you will be consulted prior to any changes being implemented.
8. Will there be any changes in deliverables from my studies, such as reports, data files, xml files, …?
All services and deliverables will continue as contracted for active studies. eRT will leverage existing infrastructure and services to enhance contracted services. Your Project Manager will contact you prior to any enhancements to your deliverables.
9. Who will be responsible for studies that closed prior to the transaction / purchase date?
eRT will acquire ownership of all studies conducted by Cardiac Safety Services, Inc. regardless of the study status at the time of the transaction.
10. Who will run the business acquired from Covance and how will the management team proceed?
eRT management will run the business. eRT and Covance are creating a transition plan to make the transfer of service delivery and oversight as smooth as possible, and we are confident that eRT will continue to provide consistent and high-quality management of the cardiac safety portion of each study.
11. How will eRT be integrating this business into its own operations?
eRT and Covance have assigned cross-functional teams to assess all aspects of the Covance business including people across all functions, IT infrastructure and systems, hardware, software, SOPs, business (past, present, future), etc. and are developing transition plans around all of these aspects to rapidly provide comprehensive knowledge transfer and services standardization across the combined organization.
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