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Filed by MDS, Inc. and Phoenix International Life Sciences, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
And deemed filed pursuant to Rule 14a-12
Of the Securities Exchange Act of 1934
Subject Company: Phoenix International Life Sciences, Inc.
Commission File No. 000-29942
THE FOLLOWING ARE PRESS RELEASES DISSEMINATED BY MDS, INC. AND PHOENIX
INTERNATIONAL LIFE SCIENCES, INC. RESPECTIVELY ON FEBRUARY 24, 2000 AND FILED BY
PHOENIX INTERNATIONAL LIFE SCIENCES, INC. ON FORM 6-K
FOR IMMEDIATE RELEASE
MDS INC. OFFERS TO PURCHASE
PHOENIX INTERNATIONAL LIFE SCIENCES INC.
February 24, 2000 -- MDS Inc. today announced its intent to acquire Phoenix
International Life Sciences Inc. in a transaction worth Cdn$500 million.
The acquisition, if completed, would result in a combined organization with the
scale and market presence needed to better serve global pharmaceutical and
biotechnology customers. The combined contract research organization (CRO) would
be the fifth largest in the world.
"Together, we would have the critical mass necessary to ensure that we remain at
the forefront of this rapidly growing global business," said John Rogers, MDS
President and Chief Executive Officer. MDS is currently a leader in the early-
stage drug discovery field. Phoenix International provides a wide spectrum of
support and services at all stages of drug discovery and development up to proof
of concept.
"Bringing together the two operations would enhance our ability to compete,
making us stronger and opening up new opportunities," Rogers added.
The contract research business is estimated to be between $8 and 10 billion
world-wide, and is growing rapidly.
The Boards of both MDS and Phoenix International view the proposed deal as an
excellent 'fit' between two complementary operations. "We became interested in
Phoenix International because we saw the synergies," said Rogers. "This proposed
acquisition is all about growth. It would provide an impetus for more
investment, increased research and development, and an expansion of knowledge-
based jobs both in Canada and the rest of the world."
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MDS is offering to purchase all of the outstanding common shares of Phoenix
International for Cdn$16.00 per share, consisting of, at the election of Phoenix
International shareholders, Cdn$16.00 cash or 0.4 MDS shares for each Phoenix
share. The maximum cash component of the offer is $373.3 million and the maximum
number of MDS shares that will be issued is 6.2 million.
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MDS Announces Intent to Acquire Phoenix Page 2
February 24, 2000
The cash or share component payable to Phoenix International shareholders may be
pro-rated depending on the aggregate election of all Phoenix shareholders. For
example, if all Phoenix International shareholders elect to receive all cash,
each shareholder would receive $12 cash and 0.1 of an MDS share, per Phoenix
International share. If all Phoenix International shareholders elect to receive
shares, each shareholder would receive $8 cash and 0.2 of an MDS share, per
Phoenix International share.
The MDS offer to Phoenix International shareholders expires 21 days following
the Circular (soon to be released). The proposed acquisition is also subject to
regulatory approval.
Phoenix shareholders are urged to read the Circular when it is available. The
Circular will be available on the website of the Canadian Securities Administers
at www.sedar.com and on the website of the Securities and Exchange Commission at
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www.sec.gov. This press release does not constitute an offer to sell or a
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solicitation of an offer to buy any of the MDS shares. The offer will be made
only by means of the Circular.
MDS Inc. (TSE: MDS.A, MDS.B) is a $1.2-billion health and life sciences company
headquartered in Toronto. It employs more than 8,500 highly skilled people at
its global operations on four continents.
Montreal-based Phoenix International (TSE: PHX; NASDAQ: PHXI) operates in 19
countries, and has approximately 2,400 employees world-wide.
For further information, contact:
Gary Goertz
MDS Executive Vice-President and Chief Financial Officer
416-675-6777 ext. 4177
Sharon Mathers
MDS Director of Investor Relations & External Communications
416-675-6777 ext. 2695
Gilbert Godin
Vice President & General Manager
MDS NeoPharm
450-435-2425 ext. 272
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BOARD OF DIRECTORS OF PHOENIX INTERNATIONAL ENDORSES OFFER FROM MDS. INC.
. Premium bid from MDS offers Phoenix shareholders the flexibility to realize
value through cash and shares
. New company will have the critical mass and financial strength to build
industry leadership in early stage drug development
Montreal, February 24, 2000 - Phoenix International Life Sciences (NASDAQ: PHXI;
TSE:PHX), one of the world's leading contract research organizations, announced
today that it has entered into an agreement by which MDS Inc. will offer to
purchase all of the Company's issued and outstanding common shares.
Under terms of the proposed offer, MDS inc. is offering to purchase all of the
outstanding common shares of Phoenix for Cdn $ 16.00 per share, consisting of,
at the election of Phoenix shareholders, Cdn $ 16.00 cash or 0.4 of an MDS
share. the maximum cash component of the offer is $ 373.3 million and the
maximum number of MDS shares that will be issued is 6.2 million. the cash or
share component payable to phoenix shareholders may be pro-rated depending on
the aggregate election of all phoenix shareholders. for example, if all Phoenix
shareholders elect to receive all cash, each shareholder would receive $ 12 cash
and 0.1 of an MDS share, per Phoenix share. this would represent a 27% premium
over yesterday's closing price on the TSE for Phoenix shares of $ 12.50 per
share. if all Phoenix shareholders elect to receive shares, each shareholder
would receive $ 8 cash and 0.2 of an MDS share, per Phoenix share, which would
represent a 26% premium over yesterday's closing price on the TSE.
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The Board of Directors of Phoenix International has reviewed the offer and has
determined that the offer is fair to the shareholders and recommends
shareholders to accept the offer. The Board was independently advised by CIBC
World Markets Inc.
"We believe this offer represents excellent value for shareholders," said Claude
Forget, Chairman of Phoenix International. "It gives Phoenix shareholders and
employees the opportunity to participate in the growth of a major, international
health and life sciences company."
The MDS offer to Phoenix shareholders will be open for a minimum of 21 days
following the mailing of the offering circular, expected out late next week. The
proposed offer is subject to normal regulatory approvals. A support agreement
between Phoenix and MDS Inc. provides for a breakup fee in the event that, among
other things, the Phoenix Board changes its recommendation in favour of a
competing bid under certain circumstances.
About MDS Inc.
MDS Inc. (TSE: MDS.A, MDS.B) is a $1.2-billion health and life sciences company
headquartered in Toronto. It employs more than 8,500 highly skilled people at
its global operations on four continents. MDS is on the worldwide web at
www.mdsintl.com.
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About Phoenix International
Phoenix International is one of the world's leading contract research
organizations. The Company is a global leader in early stage pharmaceutical
development and has a growing presence in late stage pharmacetical development.
Headquarted in Montreal, Quebec, the Company employs over 2,200 people in 19
countries around the world. Phoenix International is on the worldwide web at
www.pils.com.
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This release contains "forward-looking" statements regarding future results and
events, including statements regarding expected future revenues, earnings and
growth rates and goals and operating plans of management. Phoenix's actual
future results may differ significantly from the results discussed in the
forward-looking statements contained in this release. Factors that may cause
such a difference include, but are not limited to: the inability of Phoenix to
win new business at the levels required; the cancellation or delay of contracts;
risks associated with the management of growth and the ability to attract and
retain employees; risks of integrating newly acquired businesses; competition;
any claims for patent infringement; unanticipated costs in connection with Year
2000 conversion; the ability to obtain future financing; adverse regulatory
developments; foreign exchange rate fluctuations; and uncertainty surrounding
the Euro.
FOR MORE INFORMATION, PLEASE CONTACT:
MEDIA:
RICHARD GAREAU
Director of Communications
Phoenix International Life Sciences Inc.
Tel: (514) 333-0033, extension 4638
E-mail: [email protected]
ANALYST CONTACT:
DAVID MOSZKOWSKI, C.A.
Senior Vice President and Chief Financial Officer
Phoenix International Life Sciences Inc.
Tel: (514) 333-0033 Fax: (514) 335-8351
E-mail: [email protected]
