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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 24, 1997
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KENDLE INTERNATIONAL INC.
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(Exact name of registrant as specified in its charter)
Ohio 000-23019 31-1274091
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
441 Vine Street, Suite 700, Cincinnati, Ohio 45202
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(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code (513) 381-5550
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Item 5. Other Events.
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On October 28, 1997, the Registrant announced the signing of a
non-binding letter of intent to acquire 100% of the stock of
ACER/EXCEL, Inc. ("ACER"), headquartered in Cranford, New
Jersey. ACER is a full-service contract research organization,
offering Phase II-IV clinical trial management, data
collection, statistical analysis, and regulatory document
preparation. ACER employs approximately 140 experienced
research professionals in its Cranford, New Jersey; New
London, Connecticut; and San Diego, California offices. The
proposed transaction is subject to the negotiation and
execution of a definitive agreement and other approvals.
The transaction would be effected through an exchange of both
cash and stock and would be accounted for under the purchase
method of accounting. Under the proposed agreement, which is
expected to be completed by January 1998, Kendle would acquire
ACER for approximately $36 million, consisting of
approximately 1.2 million shares of stock and $17 million in
cash. The share portion of the consideration is subject to a
pricing formula based on the stock's fair market value.
Item 7. Financial Statements, Pro Forma Financial Information and
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Exhibits.
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( c ) Exhibit 99.1 Registrant's Press Release, dated October
28, 1997
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
KENDLE INTERNATIONAL INC.
By: /S/ Timothy M. Mooney
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Date: November 12, 1997 Timothy M. Mooney
Vice President - Chief Financial Officer
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Exhibit 99.1
PRESS RELEASE For Immediate Release
CONTACT: October 28, 1997
Debbie Case, Media Relations, (513) 763-1920
Julie Lerner, Investor Relations, (513) 763-1490
KENDLE SIGNS LETTER OF INTENT TO ACQUIRE CONTRACT
RESEARCH ORGANIZATION
Cincinnati, Ohio - Kendle International Inc., (NASDAQ: KNDL), a leading
full-service clinical development organization headquartered in Cincinnati,
Ohio, today announced the signing of a non-binding letter of intent to acquire
100% of the stock of ACER/EXCEL Inc. ("ACER"), headquartered in Cranford, New
Jersey. ACER is a full-service CRO, offering Phase II-IV clinical trial
management, data collection, statistical analysis, and regulatory document
preparation. ACER employs approximately 140 experienced research professionals
in its Cranford, New Jersey; New London, Connecticut; and San Diego, California
offices. The proposed transaction is subject to the negotiation and execution of
a definitive agreement and other approvals.
The transaction would be effected through an exchange of both cash and stock and
would be accounted for under the purchase method of accounting. Under the
proposed agreement, which is expected to be completed by January 1998, Kendle
would acquire ACER for approximately $36 million, consisting of approximately
1.2 million shares of stock and $17 million in cash. The share portion of the
consideration is subject to a pricing formula based on the stock's fair market
value.
"ACER is an outstanding full-service CRO with highly skilled professionals and
particular strengths in data management and statistics," says Kendle CEO Candace
Bryan. "This acquisition will enhance our worldwide services with ACER's Pacific
Rim presence allowing us to offer clinical trials capabilities on three
continents. The acquisition of ACER will also allow us a significant opportunity
to expand Kendle's client base. The acquisition is consistent with our overall
strategy to do accretive transactions that add quality people to our
organization and expand our capabilities both therapeutically and
geographically."
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"Kendle's similar corporate culture and vision provides us with the opportunity
to continue to grow while maintaining a people-oriented, quality-focused
approach to our clients," says Dr. T. Y. Lee, CEO of ACER. "The synergies
between the companies will enhance service offerings to the pharmaceutical,
biotechnology, and medical device industries on a worldwide basis."
The proposed acquisition would expand Kendle's geographic service capabilities
to the Pacific Rim. ACER provides drug development services to the Pacific Rim
through a joint venture interest in a CRO headquartered in Beijing, China.
Kendle provides pharmaceutical and biopharmaceutical companies with clinical
testing and ancillary services for Phase 1-IV studies. The organization employs
approximately 550 research professionals worldwide. With headquarters in
Cincinnati, Ohio, Kendle has offices in Princeton, New Jersey; Los Angeles,
California; Chicago, Illinois; Munich, Germany; Utrecht, The Netherlands;
London, UK; and Milan, Italy.
Information in this press release contains "forward-looking statements". These
statements involve risks and uncertainties that could cause actual results to
differ materially, including without limitation, actual operating performance,
the ability of the combined businesses to be integrated with Kendle's current
operations, the ability to penetrate new markets, the ability of joint venture
businesses to be integrated with Kendle`s current operations, and the ability to
maintain large client contracts or to enter into new contracts. Additional
factors that could cause actual results to differ materially are discussed in
the company's recent filings with the Securities and Exchange Commission,
including but not limited to its Forms S-1 and S-8.
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