SOURCE: Averion International Corp.

August 04, 2006 18:35 ET

IT&E International and Averion Complete Merger to Create Averion International Corp.

ComVest Investment Partners II LLC Exercises Its Option to Invest an Additional $5 Million in IT&E

BOSTON, MA and SAN DIEGO, CA -- (MARKET WIRE) -- August 4, 2006 -- IT&E International Group, Inc. (OTCBB: ITER), a life sciences service organization and full-service clinical research organization ("CRO"), today announced that it has completed a series of transactions under the Agreement and Plan of Merger announced on July 6, 2006, with privately held Averion Inc., a Massachusetts corporation. The transactions have resulted in a clinical research organization with unique therapeutic areas of expertise. The newly combined companies will move headquarters to the Averion office located in the Boston, Massachusetts suburb of Southborough. In addition, IT&E International Group, Inc. intends to change its name to Averion International Corp. and expects that its OTCBB trading symbol will also be changed to reflect the name change.

In connection with the closing of the merger transaction, IT&E International's largest shareholder, The ComVest Group's private equity fund, ComVest Investment Partners II LLC, exercised its option to invest an additional $5 million in IT&E, the proceeds of which were used primarily to fund the cash portion of the purchase price paid to the Averion shareholders. The total aggregate value of the consideration received by the Averion shareholders for all of the outstanding capital stock of Averion was $25 million, which was paid in cash, promissory notes and stock.

The combined company workforce will be approximately 250 employees and will have offices located in the Boston, New York, San Francisco and San Diego metropolitan areas, as well as in Darmstadt, Germany. It is expected that all offices will remain operational. The combined companies, taken as a whole, have assisted clients achieve more than 40 FDA approvals including 20 PMA approvals and intend to be regarded as a leader in oncology, dermatology, nephrology and medical device development.

As previously announced, Averion's founder and Chief Executive Officer, Dr. Philip T. Lavin, has been named Chief Executive Officer of the combined company, overseeing the integration of the companies and directing the combined operations. Dr. Lavin founded Averion in 1983 and has more than 20 years of continuous industry experience. He will continue to be active with clients and the FDA in strategic planning and product presentation. Gene Resnick, M.D., President and founder of Millennix, will work with Dr. Lavin as the Chief Medical Officer. Dr. Resnick has more than 25 years experience in oncology clinical practice, large pharmaceutical portfolio management and specialized CRO leadership. With the completion of the transaction, Alastair McEwan, who served as Interim Chief Executive Officer of IT&E International, will serve in a senior advisory role as a member of the company's Management Steering and Audit Committees of the Board and assist with integration and strategic management, while Fred Sancilio, who has been named Vice Chairman, will assist with future mergers and acquisitions.

"As a result of this merger, we are well on our way to establishing a world class CRO," said Philip T. Lavin, Chief Executive Officer / President. "We are setting ambitious goals for the new company and have a solid foundation in place from which to build upon."

In addition to integrating the companies, creating a cohesive marketing approach and developing systems and processes, Dr. Lavin outlined the areas of primary focus. He said, "We continue to pursue our acquisition strategy to extend our reach and to expand our key therapeutic areas of oncology, nephrology, dermatology, and medical devices."

With the approval of the merger, the company also announced its new senior management team:

--  Dr. Gene Resnick has been named Chief Medical Officer
--  Scott Millman will serve as Vice President Finance
--  Faith Kolb will be Chief Technology Officer
--  Kelly Alberts will remain IT&E's President
--  John Shillingford will head Averion Europe as President of this
    division
--  Mark Levine will be Vice President Business Development
--  Bonnie Neuhardt will serve as Vice President IT
    
About Averion Inc.

Headquartered in Southborough, Massachusetts, Averion Inc., and its European division located in Darmstadt, Germany, is a full-service CRO in business for 23 years with a therapeutic focus in dermatology, medical devices, nephrology, and oncology and core competence in FDA and product registration support, site selection, project management, medical and site monitoring, data management, biometrics, pharmacovigilance, medical writing, and full clinical trial management services throughout the clinical trials lifecycle. The company has supported over 40 FDA approvals to date with no refusals among submissions accepted for filing; in addition, the company has helped achieve approvals for six oncology-related product approvals. (http://www.averioninc.com)

About IT&E International Group, Inc. and its Millennix Oncology Division

Headquartered in San Diego, IT&E International and its Millennix division in Rye Brook, NY, is a full-service CRO that provides pharmaceutical and biotechnology companies with FDA and global regulatory compliance and validation services as well as full-service CRO support with an oncology focus throughout the product development lifecycle. The company's team of industry veterans utilizes the latest tools and procedures to help its clients move quickly and effectively from drug development through the FDA approval process. Consulting services throughout the product development lifecycle cycle include regulatory planning, providing skilled personnel for development operations, enterprise software and training to manage data and ensure FDA compliance and validation of new pharmaceutical manufacturing facilities. Oncology CRO services support Phase I-IV trials, and include regulatory and strategic planning, study design and implementation, site identification and management, safety reporting, data management and biotmetrics and reporting. (http://www.iteinternational.com) (www.millennix-inc.com)

About The ComVest Group

The ComVest Group is a Leading Private Equity Firm focused on investing in middle-market companies. Since 1988, ComVest has invested more than $2 billion of equity capital in over 200 public and private companies worldwide. Through the firm's extensive financial resources and broad network of industry experts, the firm is able to offer its portfolio companies total financial sponsorship, critical strategic support, and business development assistance. The firm has offices in West Palm Beach, Florida and New York City, New York. (http://www.comvest.com).

Included in this release are "forward-looking statements." Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations reflected in such forward-looking statements will prove to have been correct. The Company's actual results could differ materially from those anticipated in the forward-looking statements. The Company refers you to the cautionary statements and risk factors set forth in the documents it files with the Securities and Exchange Commission, including its most recent 10-KSB. The Company is not under any obligation (and expressly disclaims any obligation) to update or alter its forward-looking statements, whether as a result of new information, future events, or otherwise.

Contact Information

  • For more information, contact:
    Hulus Alpay
    (212) 508-9600
    Makovsky + Company