PAREXEL International Corporation - Recommended Cash Acquisition of

PAREXEL International Corporation ("PAREXEL")
Recommended Cash Acquisition of
ClinPhone plc ("ClinPhone")

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Summary
• The Boards of PAREXEL and ClinPhone are pleased to announce that they have reached agreement on the terms of a recommended proposal whereby PAREXEL International Holding, a wholly owned subsidiary of PAREXEL, will acquire the entire issued and to be issued ordinary share capital of ClinPhone.

• The Acquisition is on the basis of 135 pence in cash for each ClinPhone Share.

• The Offer Price represents a premium of (i) 31% to the ClinPhone Share closing price of 103 pence on 12 June 2008, the last Business Day before the date of this announcement; and (ii) 86% to the ClinPhone Share closing price of 72.5 pence on 14 February 2008, the last Business Day before the start of the Offer Period.

• The Acquisition values the entire issued ordinary share capital of ClinPhone at approximately £91 million.

• PAREXEL continues to focus on being a leading provider of technology solutions to support the full range of clinical development activities. As a result of the Acquisition PAREXEL will be able to provide clients with a more comprehensive eClinical suite. PAREXEL believes that, as the market embraces a total eClinical solution, this will enable clients to realise even more significant process efficiencies, greater visibility across studies, improvements in data quality and accelerated decision-making.

• It is currently envisaged that the Acquisition will be implemented by way of a Court sanctioned scheme of arrangement of ClinPhone.

• In order to fund the Acquisition and costs related to the Acquisition and to refinance the existing debt of the ClinPhone Group and PAREXEL, PAREXEL has arranged a US$300 million facility with JPMorgan Chase Bank, N.A. and Keybank National Association.

• The ClinPhone Directors, who have been so advised by UBS, consider the terms of the Acquisition to be fair and reasonable. In providing advice to the ClinPhone Directors, UBS has taken into account the ClinPhone Directors' commercial assessment of the Acquisition. Accordingly, the ClinPhone Directors intend to recommend unanimously that ClinPhone Shareholders vote in favour of the resolutions to be proposed at the ClinPhone General Meeting and the Scheme Meeting, as the ClinPhone Directors have irrevocably undertaken to PAREXEL to do, or procure is done, in respect of their own beneficial holdings in ClinPhone. Directors' interests in ClinPhone represent approximately 5.08 per cent. of the issued share capital of ClinPhone (3,409,269 ClinPhone Shares in aggregate) as at the date of this announcement.

• PAREXEL has also received an irrevocable undertaking from Aberforth Partners LLP (“Aberforth”), the largest shareholder of ClinPhone, to vote in favour of the Acquisition by way of Scheme in respect of approximately 17.14 per cent. of the issued share capital of ClinPhone as at the date of this announcement (11,508,050 ClinPhone Shares). Under the terms of that irrevocable undertaking Aberforth has agreed to vote in favour of the resolutions to be proposed at the ClinPhone General Meeting and the Scheme Meeting. This irrevocable undertaking will cease to be binding in certain circumstances, including in the event that a competing proposal is announced which represents, in the reasonable opinion of Aberforth, a value of not less than 142 pence per ClinPhone Share. The obligations of Aberforth shall also lapse and cease to be enforceable in respect of any ClinPhone Shares held by Aberforth that are sold at a price of not less than 142 pence per ClinPhone Share.

Quotes:
Josef von Rickenbach, Chairman and Chief Executive Officer of PAREXEL, said:

“As the use of technology has expanded in the conduct of clinical research, PAREXEL has been a leader in helping to advance the convergence of services and technology in the market. Biopharmaceutical companies have increasingly demanded PAREXEL technology solutions and expertise to support the full range of clinical development activities while improving the speed and efficiency of clinical programs. We anticipate that this Acquisition will bring the many technologies and capabilities of ClinPhone into the PAREXEL organisation and advance our position as a clinical technology leader.
The combination of complementary capabilities of PAREXEL and ClinPhone would provide clients with a more comprehensive suite of clinical information technologies. As the market embraces a total eClinical solution, we believe clients will realize even more significant process efficiencies, greater visibility across studies, improvements in data quality, and accelerated decision-making.
PAREXEL is continuing to execute through its broad global footprint to provide a wide array of geographic locations for our clients’ clinical development programs. Additionally, we are further increasing our focus to provide clients with an expanded offering of advanced technologies and associated expertise across PAREXEL’s extensive global platform.”

Edwin Moses, Chairman of ClinPhone, said:

"Since its operational issues during the second half of 2007, ClinPhone has recovered strongly, as evidenced by recent contract wins and today's Interim Management Statement. The recommended Acquisition of ClinPhone by PAREXEL represents an opportunity for all of ClinPhone's shareholders to receive cash at an attractive premium to ClinPhone's market price. For our employees and customers, the Acquisition represents an opportunity to become part of a larger, broader organisation with, in particular, greater financial resources."

Enquiries:

PAREXEL
Jill Baker, Vice President of Investor Relations, +1 781 434 4118
JPMorgan Cazenove (financial advisor to PAREXEL and PAREXEL International Holding)
Mark Breuer, +44 (0)20 7588 2828
Julia Thomas, +44 (0)20 7588 2828

ClinPhone
Steve Kent, Chief Executive Officer, +44 (0)115 955 7333
Scott Brown, Chief Financial Officer, +44 (0)115 955 7333
UBS Investment Bank (financial advisor to ClinPhone)
Doug McCutcheon, +44 (0)20 7567 8000
Jonathan Evans, +44 (0)20 7567 8000
Piper Jaffray Ltd. (broker to ClinPhone)
James Steel, +44 (0)20 3142 8700
Will Carnworth, +44 (0)20 3142 8700

This summary should be read in conjunction with the full text of the following announcement and the Appendices. The conditions to and certain further terms of the Acquisition are set out in Appendix 1. The bases and sources of certain financial information contained in the following announcement, and certain additional financial and operational information, are set out in Appendix

2. Details of the irrevocable undertakings received by PAREXEL in relation to the Acquisition are set out in Appendix 3. Certain definitions and terms used in the following announcement are set out in Appendix 4.
JPMorgan Cazenove is acting for PAREXEL and PAREXEL International Holding and no one else in connection with the Acquisition and will not be responsible to anyone other than PAREXEL and PAREXEL International Holding for providing the protections afforded to clients of JPMorgan Cazenove nor for giving advice in relation to the Acquisition or any matter or arrangement referred to in the following announcement.

UBS Investment Bank is acting as financial advisor for ClinPhone in connection with the Acquisition and for no one else in connection with the Acquisition and will not be responsible to anyone other than ClinPhone for providing the protections afforded to clients of UBS Investment Bank nor for giving advice in relation to the Acquisition or any matter or arrangement referred to in the following announcement.

Piper Jaffray Ltd. is acting as broker to ClinPhone in connection with the Acquisition and for no one else in connection with the Acquisition and will not be responsible to anyone other than ClinPhone for providing the protections afforded to clients of Piper Jaffray Ltd. nor for giving advice in relation to the Acquisition or any matter or arrangement referred to in the following announcement.

Overseas jurisdictions
The release, publication or distribution of the following announcement in jurisdictions other than the United Kingdom may be restricted by law and, therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. The following announcement has been prepared in accordance with English law, the City Code and the Disclosure and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.
The following announcement is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely through the Scheme Document, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any voting decision, acceptance or other response to the Acquisition should be made only on the basis of the information in the Scheme Document or the Offer Document (as applicable).
In particular, the following announcement is not an offer of securities for sale in the United States.

Notice to US Holders: The Acquisition relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosure requirements of US tender offer and proxy solicitation rules. If, in the future, PAREXEL exercises its right to implement the Acquisition by way of an Offer and determines to extend the Offer into the United States, the Acquisition will be made in compliance with applicable United States laws and regulations. Financial information included in this announcement and the Scheme Document has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom, which may not be comparable to the financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States and that are subject to US auditing and auditor independence standards.
Forward looking statements
The following announcement, including information included or incorporated by reference in this announcement, may contain "forward looking statements" concerning PAREXEL and ClinPhone.

Generally, the words "will", "may", "should", "continue", "believes", "expects", "intends", "anticipates" or similar expressions identify forward looking statements. The forward looking statements involve risks and uncertainties that could cause actual results to differ materially from those suggested by them. Many of these risks and uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements which speak only as at the date of this announcement. PAREXEL and ClinPhone assume no obligation and do not intend to update these forward looking statements, except as required pursuant to applicable law.

PAREXEL reserves the right to elect (with the consent of the Panel) to implement the Acquisition of ClinPhone by way of an Offer. In such event, the Offer will be implemented on substantially the same terms, subject to appropriate amendments, as those which would apply to the Scheme.

Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of ClinPhone, all "dealings" in any "relevant securities" of ClinPhone (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the date on which the Scheme becomes Effective (or if implemented by way of an Offer, the Offer becomes, or is declared, unconditional as to acceptances) or otherwise lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of ClinPhone, they will be deemed to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of ClinPhone by PAREXEL or ClinPhone, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the Business Day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the City Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.