West Palm Beach, Fl., November 1, 2007 – ComVest’s portfolio company, Averion International Corp. (OTC:AVRO) (“Averion”), today announced that it has acquired Hesperion AG (“Hesperion”), a Swiss-based, international, full-service, clinical research organization (CRO), from its parent company, Cerep SA. The €25.0 million (approximately $36.2 million) acquisition purchase price included an upfront cash payment of €20.0 million ($29.0 million) with an additional €5.0 million (approximately $7.2 million) to be paid within thirty days through the issuance of a promissory note. With the completion of this acquisition, Averion now has 14 offices in 10 countries, a significantly strengthened presence in Europe, and has doubled its full-time employee base to approximately 400.
Averion today also announced that it has completed a senior secured debt financing, raising gross proceeds of $24.0 million to fund the acquisition through the issuance of three-year senior secured notes. The Company will also receive additional gross proceeds of $2.0 million within thirty days after the initial closing on the same terms, resulting in aggregate gross proceeds of $26 million to the Company from both closings. At such time as the additional $2.0 million in notes are purchased, the purchasers will also be issued an additional 9,600,000 shares of common stock. Collins Stewart LLC and Commonwealth Associates acted as co-placement agents and Jefferies & Company, Inc. acted as co-advisors for the transaction.
Philip T. Lavin, PhD, formerly Averion’s Chief Executive Officer, has been named to the newly created position of Executive Chairman. Markus H. Weissbach, MD, PhD, Hesperion’s CEO, has been appointed CEO of Averion and will relocate to the Company’s U.S. headquarters. Dr. Weissbach brings to Averion more than 18 years of clinical research management experience in the pharmaceutical industry. Chris Codeanne remains in his current capacity as Averion’s Chief Financial Officer. Averion will continue to be headquartered in Southborough, Massachusetts with its European base of operations in Basel, Switzerland.
“The acquisition of Hesperion, a high quality European CRO, represents an ideal strategic fit with Averion’s U.S. centric business and approximately doubles the size of our Company. Both companies bring extensive long-term client relationships to the combined organization and have each been independently experiencing impressive organic growth. The combination creates a mid-size global CRO capable of managing complex larger global clinical trials for its clients,” said Michael Falk, Chairman of Averion’s Board of Directors.
“Current CRO industry trends indicate a growing need for the ability to perform larger, full-service global trials. With this transaction, we enhance our competitive position by doubling the size of our operations and broadening our client base,” said Dr. Lavin. “We have the capabilities to span the CRO lifecycle from first-in-man clinical trials through marketing authorization and into post-market surveillance and reimbursement. Averion now has the operational capacity necessary to compete for global clinical programs.”
“Hesperion has outperformed the CRO sector, achieving more than 20% annual growth over the last three years,” said Dr. Weissbach. “With this transaction, the new Averion will be more competitive in the CRO market. We share a commitment to provide critical thinking and quality processes that are necessary for the development of strong customer partnerships. We believe the acquisition will allow us to expand the depth and breadth of quality services we provide to our clients.”
About Hesperion
Founded in 1996, Hesperion has extensive experience and expertise in cardiology and oncology. Hesperion has focused on establishing clinical development partnerships with medical device, biotech and pharmaceutical companies and has employed clinical research professionals worldwide with expertise in medical and regulatory affairs, clinical operations, data management and statistics. Hesperion has conducted more than 220 projects involving 41,000 subjects in 40 countries for more than 110 clients, and it has been successfully audited by EMEA and FDA for its work on the pivotal studies of Tracleer®, the breakthrough orphan treatment for pulmonary arterial hypertension developed by Actelion Ltd.
About Averion International Corp.
Averion International Corp. is a full service clinical research organization (CRO) that provides clinical research services to the pharmaceutical, biotechnology and medical device/diagnostic industries. The Company has a therapeutic focus in oncology, medical devices, dermatology and nephrology. 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 FDA approvals for products in many therapeutic areas including: oncology, medical devices, dermatology, and nephrology.
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 European offices in Austria, France, Germany, The Netherlands, Poland, Russia, and the United Kingdom; a location in Israel; and partnerships in Hungary, India and South America. For more information, visit www.averionintl.com.
About Cerep
Cerep’s mission is to provide pharmaceutical companies with high quality services in drug discovery and drug development. Cerep provides solutions allowing faster and cost effective drug discovery by identifying at early stages the most promising drug candidates as well as eliminating those compounds likely to fail in development. Cerep has developed a unique know-how based on technologies of in vitro screening and profiling using its proprietary database BioPrint®, which allows the modeling of clinical effects of drug candidates from their molecular properties.
Cerep’s technologies benefit more than 460 pharmaceutical and biotechnological companies worldwide including most of the top pharmaceutical firms.
Over the past years, Cerep also developed a pipeline of drug candidates which includes collaborative products developed with Sanofi-Aventis and Bristol-Myers Squibb, as well as proprietary compounds (including one compound in phase I/II clinical trial in the field of cancer). These programs and associated compounds are either partnered or being licensed-out.
About ComVest
The ComVest Group is a leading Private Equity firm focused on investing in middle-market companies. Since 1988 ComVest has invested more than $2 billion of capital in over 200 public and private companies worldwide. Through our extensive financial resources and broad network of industry experts, we are able to offer our companies total financial sponsorship, critical strategic support, and business development assistance. Our focus is centered on building industry leading companies and creating long term value for equity holders. For more information on ComVest, visit www.comvest.com.
Included in this release are “forward-looking statements.” Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations reflected in such forward-looking statements will prove to have been correct. The Company’s actual results could differ materially from those anticipated in the forward-looking statements. The Company refers you to the cautionary statements and risk factors set forth in the documents it files with the Securities and Exchange Commission, including its most recent 10-KSB. The Company is not under any obligation (and expressly disclaims any obligation) to update or alter its forward-looking statements, whether as a result of new information, future events, or otherwise.