Averion acquires Hesperion for $36 million

Nov. 14, 2007 - PRLog -- Averion International has acquired Swiss CRO Hesperion from its parent company, Cerep, for €25 million ($36.2 million).  The acquisition, completed on October 31st, has doubled Averion’s full-time staff to around 400 and significantly strengthened its presence in Europe.  The company now has 14 offices in ten countries.

The purchase price includes an up-front cash payment of €20 million.  An additional €5 million is to be paid within 30 days of closing, either via a promissory note secured by a letter of credit, or made up of €2.5 million in cash and an unsecured promissory note for €2.5 million.

The acquisition will be funded by issuing three-year senior secured notes.  The notes bear cash interest, payable quarterly in arrears, at the rate of 3% in the first year, and 10% and 15% in the second and third years, respectively, with the outstanding principal repayable at maturity.  Averion has issued 124.8 million shares to note-holders, bringing the number of shares outstanding to 623,554,329.

Hesperion CEO Dr Markus H Weissbach has been appointed CEO of Averion and will relocate to the company’s US headquarters.  Its former CEO, Dr Philip T Lavin, has been named to the newly created position of executive chairman, while Christopher G Codeanne remains as chief financial officer.  Averion will continue to be headquartered in Southborough, Massachusetts, with its European base of operations in Basle, Switzerland.

Dr Weissbach will receive relocation expenses of up to $100,000, an annual salary of $324,000, and an objectives-based bonus of 35% from Averion for fiscal 2007.  He also has an option to purchase up to ten million shares at $0.16/share.  Mr Codeanne has been granted a similar option to purchase up to two million shares, while both executives have been given a bonus of $50,000.

“The acquisition of Hesperion, a high quality European CRO, represents an ideal strategic fit with Averion’s US-centric business and approximately doubles the size of our company.   The combination creates a mid-size global CRO capable of managing complex larger global clinical trials for its clients,” said Averion chairman Michael Falk.

Founded in 1996, Hesperion specialises in cardiology and oncology contract research, whereas Averion focuses on oncology, medical devices, dermatology and nephrology.  Hesperion has conducted some 220 projects involving 41,000 subjects in 40 countries for around 110 clients.  It has “outperformed the CRO sector, achieving more than 20% annual growth over the last three years”, said Dr Weissbach.  Despite this, it was still regarded as a small international CRO in a market dominated by a few very large competitors, the company says in a letter to clients.  “In order to become … more dominant … Hesperion … has been receptive to merging with a company which is complementary to the Hesperion skills set, international ambition, and quality focus.”

Averion made a first-half loss of $2.6 million, and sold its non-core staffing services division to managers last month (see Biopharm Development News 10/10).  The company has additional US offices in California, Maryland and New York; additional European offices in Austria, France, Germany, the Netherlands, Poland, Russia, and the UK; a location in Israel; and partnerships in Hungary, India and South America. Submitted by www.jobs4dd.com - latest jobs and news in the drug development and clinical research sectors.

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