Kendle International Commences $142.5M Tender Offer and Consent Solicitation For Convertible Notes

Kendle KNDL today announced it is commencing a cash tender offer and consent solicitation for any and all of its $142.5 million aggregate principal amount of outstanding 3.375 percent Convertible Senior Notes due 2012. The tender offer and consent solicitation is being conducted in connection with the previously announced agreement of Kendle International Inc. to be merged with Triangle Two Acquisition Corp., an Ohio corporation and newly formed subsidiary of INC Research, LLC, a Delaware limited liability company. Completion of the tender offer and consent solicitation is not a condition to completion of the Merger. However, the tender offer and consent solicitation is itself subject to the satisfaction of certain conditions, including the satisfaction of the conditions precedent to the Merger as set forth in the Agreement and Plan of Merger dated as of May 4, 2011, by and among Kendle, INC and Triangle Two Acquisition Corp. and the receipt of consents of the noteholders representing a majority of the outstanding principal amount of the notes.