SOUTHBOROUGH, MA., September 4, 2009- Averion International Corporation (OTC BB: AVRO), today announced that it has filed an information statement with the Securities and Exchange Commission (SEC) regarding its plan to go private. A majority of the Company’s common shareholders have approved an amendment to the Company’s certificate of incorporation to affect a reverse stock split in a ratio of 20,500 for 1 (the “Reverse Split”). Shareholders owning fewer than 20,500 shares of common stock immediately prior to the effective date of the Reverse Split, whose shares of common stock would be converted into less than one share in the Reverse Split, will instead have the right to receive a cash payment of $.01 per share immediately prior to the effective date of the Reverse Split. This transaction will be followed immediately by a 1 for 20,500 forward split which will restore continuing stockholders to their original position prior to the Reverse Split.
All aspects of the transaction, including the price to be paid to the cash out shareholders were reviewed and approved by a Special Committee of the Board of Directors made up of independent directors who have no interest in the transaction. The Special Committee relied, in part, on a valuation report prepared by an independent consulting firm.
The purpose of the going private transaction is to reduce the costs and administrative burdens of operating a public company while at the same time allowing shareholders with small holdings in the Company to immediately realize the value of their investment through their receipt of per share consideration in the amount of $.01 per share. Following the transaction, the Company expects to have fewer than 300 shareholders of record as defined by SEC rules, which will enable the Company to cease registration of its common stock under the 1934 Securities Act. Effective on and following the termination of the registration of the Company’s common stock under the 1934 Act, the Company will no longer be required to file annual, quarterly and other reports with the SEC.
Commenting on this development, James McGuire, Chairman of the Board, stated, Averion is a successful provider of clinical research services in a very competitive business environment. The increasing cost and time associated with public company regulatory compliance required a significant amount of expense and management resources with no tangible benefit to our shareholders. Once the Company completes its remaining filing obligations with the SEC, Averion will be considered a private company”.
About Averion International Corp:
Averion International Corp. is a full-service international clinical research organization (CRO) with proven expertise in supporting global clinical trials for pharmaceutical, biotechnology and medical device companies. The Company has a therapeutic focus in oncology, cardiovascular diseases and medical devices. Averion’s core competencies are in FDA and product registration support, site selection, project management, medical and site monitoring, data management, biometrics, pharmacovigilance, medical writing, and full clinical trial management services throughout the clinical trials lifecycle. The Company has supported over 60 FDA approvals representing products and medical device filings including PMAs, BLAs, and NDAs.
Averion is headquartered in Southborough, Mass., with European operations based in Basel, Switzerland. Averion has additional U.S. offices in California, Maryland and New York; and additional offices outside the U.S. in France, the Netherlands, the United Kingdom, Poland, Czech Republic, Russia, Israel, Germany, Austria, and Ukraine. We have additional operation centers in Slovakia and Hungary, and research partnerships in India, Asia and South America.
Statements contained in this press release that are not historical information are forward-looking statements as defined within the Private Securities Litigation Reform Act of 1995. Forwardlooking statements can be identified by the use of words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “project,” or words of similar meaning, or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may.” Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected or implied. Those risks and uncertainties include, but are not limited to: our ability to attract, retain or integrate key personnel, including scientific and technical personnel; the termination, modification or delay of contracts which would, among other things, adversely impact our recognition of revenue included in backlog and our cash-on-hand; risks associated with our pursuit of strategic acquisitions or investment in new markets; our ability to acquire and integrate new businesses; our dependence on certain industries and clients; our ability to adequately protect sensitive patient information and confidential information of clients; our ability to keep pace with rapid technological changes; fluctuation in our operating results; our ability to service our outstanding debt and comply with requirements, including financial covenants, associated with that debt; our ability to recruit suitable volunteers for the clinical trials of our clients; our exposure to exchange rate fluctuations and international economic, political and other risks; our ability to develop and market new services in the U.S., Europe and internationally; the highly competitive nature of our market; our exposure to changes in outsourcing trends in the pharmaceutical and biotechnology industries; the impact of government regulation on our business; whether we can achieve and maintain effective internal controls; and
other risks. Certain of these risks and uncertainties, in addition to other risks, are more fully described in the Company’s annual report on Form 10-KSB for the period ending December 31, 2008 and in the Company’s other periodic reports filed with the Securities and Exchange Commission. These forward-looking statements are made only as of the date of this press release, and the Company assumes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events, or otherwise.