On April 5, 2001, Inveresk Research Group Ltd., a contract research company headquartered in Scotland, acquired ClinTrials Research Inc. (CTR), a contract research company headquartered in North Carolina with subsidiaries throughout the world. The total value of the transaction was $185 million. The acquisition was structured as a merger between CTR and Delaware Acquisition Corp., an indirect, wholly owned subsidiary of Inveresk. Although the merger took place pursuant to Delaware law and involved corporations controlled in the United Kingdom and in the United States, CTR’s Canadian subsidiary, ClinTrials BioResearch Ltd. constituted a significant portion of CTR’s total worldwide value. As a result, the project evolved into a three-way transaction using a newly incorporated, wholly owned subsidiary of Inveresk, Inveresk Research (Canada) Inc. Inveresk Research (Canada) in turn was the sole shareholder of, and provided funds to, Delaware Acquisition Corp., and is now the sole shareholder of the merged entity, which operates under the name of ClinTrials Research Inc. Further restructuring operations are underway in Canada and the United States.
McCarthy Tétrault acted for Inveresk with a team that comprised Warren Goodman, Ilan Dunsky, Jean-François Boisvenu, Élisabeth Patterson and Geoffrey Lawson (corporate). Clifford Chance Rogers & Wells LLP represented Inveresk in the United States with a team that included John Healy, Karl Roessner, Maureen Ryan, Jake Cho, and Janine Tramontana. Dickson Minto W.S. represented Inveresk in the United Kingdom with a team that included Bruce Minto, Ewan Gilchrist, Colin McHale, and Alasdair Proudfoot. Stikeman Elliott acted for ClinTrials BioResearch Ltd., with a team led by John W. Leopold and William Rosenberg. Harwell Howard Hyne Gabbert & Manner, P.C. represented CTR in the United States with a team that included Mark Manner, Kris Kemp, David Cox and John Blackwood. McGrigor Donald represented the lenders in the United Kingdom. Desjardins Ducharme Stein Monast represented the lenders in Canada with a team that included Louis Payette, Patrick Elfassy, Johanne Bérubé and Brigitte Gauthier. Lisa Kabnick and Kelly Bryan of Pepper Hamilton LLP represented the lenders in the United States.