Phase Forward Announces Stockholder Approval of Merger Agreement
23 Juin 2010 - 3:38PM
Business Wire
Phase Forward Incorporated (NASDAQ: PFWD), a leading provider of
data management solutions for clinical trials and drug safety,
announced that, at a special meeting of its stockholders held on
June 22, 2010, the holders of a majority of the outstanding shares
of common stock of Phase Forward adopted the previously announced
merger agreement dated as of April 15, 2010 among Phase Forward,
Oracle Corporation (“Oracle”) and Pine Acquisition Corporation, a
Delaware corporation and a wholly-owned subsidiary of Oracle.
Phase Forward and Oracle are working cooperatively with the
Antitrust Division of the United States Department of Justice in an
effort to obtain termination of the pre-merger waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
Completion of the proposed merger remains subject to such
regulatory approval and the satisfaction or waiver of the other
closing conditions specified in the merger agreement.
On April 20, 2010, a lawsuit, Selma Ehrlich, et al. v. Phase
Forward Incorporated, et al., Civ. A. No. 10-1463, was filed on
behalf of a putative class of Phase Forward stockholders in the
Superior Court for Middlesex County, Massachusetts against Phase
Forward, the members of Phase Forward's board of directors, Oracle
Corporation, and Pine Acquisition Corporation. The complaint was
amended on May 20, 2010. The action alleged that the Phase Forward
board of directors breached its fiduciary duties, and that Phase
Forward and Oracle aided and abetted the purported breaches, in
connection with the proposed merger. The action sought equitable
relief to, among other things, enjoin consummation of the proposed
merger. After a hearing held before the Superior Court, the court
issued written decisions dated June 21, 2010 allowing the
defendants' motions to dismiss the complaint and denying the
plaintiffs' request for injunctive relief.
About Phase Forward
Phase Forward is a leading provider of integrated data
management solutions for clinical trials and drug safety. Phase
Forward's products and services have been utilized in over 10,000
clinical trials involving more than 1,000,000 clinical trial study
participants at over 300 organizations and regulatory agencies
worldwide including: AstraZeneca, Boston Scientific, Dana-Farber
Cancer Institute, Eli Lilly, the U.S. Food and Drug Administration,
GlaxoSmithKline, Harvard Clinical Research Institute, Merck Serono,
Novartis, Novo Nordisk, PAREXEL International, Procter &
Gamble, Quintiles, sanofi-aventis, Schering-Plough Research
Institute, Servier, SGS, Tibotec and the U.K. Medicines and
Healthcare Products Regulatory Agency. Additional information about
Phase Forward is available at www.phaseforward.com.
Safe Harbor for Forward Looking Statements
Certain items in this press release may constitute
forward-looking statements within the meaning of the “safe harbor”
provisions of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements involved certain risks and
uncertainties that could cause actual results to differ materially
from those indicated in such forward-looking statements, including,
but not limited to, the ability to complete the merger in light of
the various closing conditions, including those conditions related
to regulatory approvals, the ability of the parties to consummate
the proposed merger; the impact of the announcement or the closing
of the merger on Phase Forward’s relationships with its employees,
existing customers or potential future customers; the ability of
Oracle to successfully integrate Phase Forward’s operations and
employees; the ability to realize anticipated synergies and costs
savings of the proposed merger; and such other risks detailed in
the Phase Forward’s Annual Report on Form 10-K filed with the
SEC on February 26, 2010 and other reports filed with the SEC.
Phase Forward (NASDAQ:PFWD)
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