Notable Mergers and Acquisitions of the Day 5/20: BITI/ETWC, CEPH

• Bio-Imaging Technologies, Inc. (NASDAQ: BITI) and etrials Worldwide, Inc. (NASDAQ: ETWC) jointly announce that, in response to an unsolicited offer received by etrials from an unrelated third party, the parties have executed an amended merger agreement, increasing the value of the offer. The proposed acquisition is expected to be consummated through a tender offer for all of the outstanding shares of etrials stock. For each share of etrials stock, shareholders will receive 0.124 shares of newly issued Bio-Imaging common stock, 0.076 shares of newly issued Bio-Imaging preferred stock, and $0.62 in cash, which equates to a value of $1.35 per share for etrials.
  
  (The $1.35 price for stockholders of etrials is calculated by using the 20-trading day volume weighted average price of Bio-Imaging common stock, which is approximately $3.68 per share.) This compares with the original proposed agreement which equated to a per share value of $0.9068, which was comprised of the same amount of common and preferred stock, but increased the cash portion from $0.15 in cash per share to $0.62 in cash per share. Stockholders owning approximately 33% of etrials outstanding shares have already agreed to tender their shares, and if needed, vote in favor of the approval of the merger agreement. Subject to customary closing conditions, and assuming a majority of etrials shares will be tendered pursuant to the tender offer, the tender offer is expected to expire on or about June 20, 2009.
  
  
• Cephalon, Inc. (Nasdaq: CEPH) announced today that its wholly-owned subsidiary, Cephalon International Holdings, Inc., now has a relevant interest in 50.1% of Arana Therapeutics Limited's issued shares and has declared its Offer for the company free from all outstanding conditions.
  
  As a result, under the previously announced accelerated payment terms, Arana shareholders who have already accepted the Offer will be sent their cash consideration within five business days, while those who accept after today's date will be sent their cash consideration within five business days after Cephalon receives their valid acceptance.
  
  Cephalon is offering A$1.40 per Arana Share. Under the terms of the Cephalon Offer, the amount of the Arana special dividend of 5 Australian cents per Arana share will be set off against the Offer price, meaning accepting Arana shareholders will receive cash consideration of A$1.35 per Arana share from Cephalon. If Cephalon obtains a relevant interest in 90% of Arana shares during the Offer period, accepting Arana shareholders will receive cash consideration of A$1.40 per Arana share from Cephalon.

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