agreement

EXHIBIT 2.2

13 June 2008

PAREXEL International Corporation (“PAREXEL”)

Recommended Cash Acquisition of

ClinPhone plc (“ClinPhone”)

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

Doug McCutcheon, +44 (0)20 7567 8000

Jonathan Evans, +44 (0)20 7567 8000

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.

13 June 2008

PAREXEL International Corporation

Recommended Cash Acquisition of

ClinPhone plc

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. A reference in this announcement to PAREXEL will, if appropriate to the context, also constitute a reference to PAREXEL International Holding.

It is currently envisaged that the Acquisition will be implemented by way of a Court sanctioned scheme of arrangement between ClinPhone and Scheme Shareholders. The conditions to the Acquisition are set out in Appendix 1 to this announcement.

Pursuant to the Acquisition, which will be on the terms and subject to the conditions set out below and in Appendix 1, and to be set out in the Scheme Document, Scheme Shareholders will receive:

		For each ClinPhone Share		135 pence in cash

The Acquisition values the entire issued ordinary share capital of ClinPhone at approximately £91 million. The Offer Price represents a premium of:

	•		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
	•		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 Scheme Shares will be acquired by PAREXEL, pursuant to the Acquisition, fully paid and free from all liens, equities, charges, encumbrances, rights of pre-emption and any other interests of any nature whatsoever and together with all the rights now or hereafter attaching thereto, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid.

No final dividend will be payable by ClinPhone in respect of the year ended 29 February 2008.

The ClinPhone Directors, who have been so advised by UBS Investment Bank, consider the terms of the Acquisition to be fair and reasonable. In providing advice to the ClinPhone Directors, UBS Investment Bank 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 who have the beneficial holdings in ClinPhone have irrevocably undertaken to do, or procure is done, in respect of those holdings. Directors’ beneficial holdings in ClinPhone represent approximately 5.08 per cent. of the issued share capital of ClinPhone as at the date of this announcement.

PAREXEL continues to focus on being a leading provider of technology solutions to support the full range of clinical development activities. PAREXEL believes that the Acquisition will enable it 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.

PAREXEL is committed to growing Perceptive Informatics, Inc., PAREXEL’s technology business which provides eClinical solutions to clients. Perceptive combines clinical knowledge, quality and regulatory experience with advanced technology to decrease the time, risk, and costs associated with clinical trials. The advanced technologies currently in the Perceptive portfolio include Medical Imaging analytic capabilities, a market-leading Clinical Trial Management System (CTMS), Interactive Voice and Web Response (IVR) technologies, and a number of integration and reporting technologies and services.

ClinPhone provides certain complementary capabilities to Perceptive Informatics, including a strong electronic data capture (EDC) system, deep electronic patient reported outcome (ePRO) experience and additional IVR capabilities. ClinPhone also offers a clinical trial management system (CTMS) that serves a different market segment than is currently targeted by Perceptive’s CTMS product known as IMPACT®.

PAREXEL believes that its customers will continue to demand more comprehensive eClinical solutions which bring greater flexibility in trial design, increased data visibility, and increased process efficiencies resulting in lower costs. The combination of the technologies in Perceptive and ClinPhone will create one of the most comprehensive eClinical suites in the market. Specifically, ClinPhone has a strong EDC system which Perceptive expects to integrate with IMPACT®. Additionally, while Perceptive’s IVR system is already integrated with IMPACT, we believe that ClinPhone’s IVR system will add additional capabilities to help complete the eClinical suite. ClinPhone’s TrialWorks®, also a popular CTMS, provides the ideal solution for small and emerging pharmaceutical and biotech companies, and may remain as an independent product targeting this market segment. This integrated suite of products will provide a spectrum of customers with a more comprehensive technology platform for managing clinical trials.

In addition to accelerating Perceptive’s plans to develop its eClinical technology platform, the Acquisition also provides PAREXEL with an industry leading EDC product. Having an in-house EDC capability enables PAREXEL to standardise its clinical trial processes on a common platform, integrate this platform with PAREXEL’s existing technologies, and consequently bring efficiencies that PAREXEL believes can reduce the cost of delivery to its customers as well as

accelerate trial close. PAREXEL expects to continue supporting other EDC products as required by its clients in the conduct of their clinical trials.

PAREXEL is enthusiastic about the Acquisition and believes it provides an attractive opportunity for investors to benefit from the inherent strengths of the Enlarged Group. PAREXEL expects that the Acquisition, prior to amortization of intangibles, will be accretive to earnings in its financial year ending 30 June 2009. After amortization of intangibles, the Acquisition will be dilutive to earnings in that same period. ¹

Since being founded in 1993, the ClinPhone Group has successfully developed technology and business know-how around the use of the telephone and Internet to efficiently randomize patients in clinical trials, manage trial medications and to collect, aggregate, analyze and report clinical trials data in real time. Starting as a UK based business, ClinPhone’s management has grown the business into one of the world’s leading Clinical Technology Organizations (CTOs), which is developing an integrated solution for technology-based clinical trials. ClinPhone was admitted to the Official List of the UK Listing Authority and to trading on the London Stock Exchange market for listed securities in June 2006.

The ClinPhone Group has pursued a strategy of significant investment in R&D (representing 12% of revenues in the year ended 29 February 2008) enabling it to develop successfully a broader product set than any other company in the CTO market. The ClinPhone Group has developed technology that reduces the cost and duration of running clinical trials and improves the accuracy, integrity and consistency of data collected.

In addition to pursuing its organic growth plan, the ClinPhone Group has added to its product portfolio through acquisitions. The DataLabs business, acquired through a share acquisition in October 2006, has been fully integrated and is contributing to the enhancement of the customer and revenue base. This acquisition added an Electronic Data Capture product set to complement the ClinPhone Group’s existing products.

In the summer of 2007, ClinPhone experienced a number of operational difficulties which occurred in rapid succession. This caused a small number of customers to cancel contracts and, ultimately, led to a disappointing financial performance for the year ended 29 February 2008. Since the operational difficulties experienced last summer, ClinPhone has upgraded its telecommunications platform, made significant investment in IT infrastructure and implemented a restructuring to streamline internal processes. These investments have restored customer confidence, with 100% system resilience since completion, leading to an increase in business activity and a recovery in profitability in the final months of the financial year ended 29 February 2008. As evidence of the return of customer confidence, ClinPhone announced on 31 March 2008 that it had been awarded five new contracts with a combined initial value of US$8 million. Additionally, March and April of this year, the first two months of ClinPhone’s current financial year, have been amongst the most successful months in the ClinPhone’s history in terms of winning new contracts.

On 15 February 2008, ClinPhone announced that it had received and rejected an indicative proposal from PAREXEL, on the basis that it significantly undervalued ClinPhone and its prospects.

In April 2008 PAREXEL submitted a revised indicative proposal to acquire ClinPhone. The ClinPhone Board considered that this proposal still did not reflect the fundamental value of the business. However, given that the proposal represented a significant premium to both the pre-announcement price and the then market price of a ClinPhone Share, the ClinPhone Board resolved to assist PAREXEL in better understanding the value of the business, the potential synergies that could result from a combination and the positive underlying business trends, such that PAREXEL could submit a best and final offer.

Following the provision of further information, PAREXEL submitted an increased conditional proposal to acquire ClinPhone at 135 pence per share in cash.

Having received PAREXEL’s revised proposal, the ClinPhone Board continued the process of reviewing the strategic options for the business, including holding discussions with a number of other potential acquirors as well as with a limited number of ClinPhone’s largest shareholders. As a result of these further discussions, the ClinPhone Board concluded that, in the context of the strategic rationale for a combination with PAREXEL and the uncertain economic and stock market environment, the offer from PAREXEL represented an opportunity for all of ClinPhone’s shareholders to receive cash for their shares at an attractive premium to the market price. On this basis, the ClinPhone Board resolved to give PAREXEL access to due diligence and to work towards completing a transaction. The announcement of the Acquisition today represents the next step in this process.

The ClinPhone Directors continue to believe in the long-term prospects of ClinPhone. However, notwithstanding the significant achievements of ClinPhone over the past years, and having carefully considered all relevant factors, the ClinPhone Board believes that the Acquisition is in the best interests of Shareholders as a whole.

PAREXEL has received irrevocable undertakings from the ClinPhone Directors to vote (or procure the vote) in favour of the Acquisition and the resolutions at the Court Meeting and the ClinPhone GM in respect of all of their own beneficial shareholdings of ClinPhone Shares (and, where applicable, of their connected persons). Directors’ interests in ClinPhone Shares amount, in aggregate, to 3,409,269 ClinPhone Shares, which represents approximately 5.08 per cent. of the issued share capital of ClinPhone as at the date of this announcement. The undertakings from the directors of ClinPhone will remain binding in the event of a Competing Proposal being made for ClinPhone.

PAREXEL has also received an irrevocable undertaking from Aberforth Partners LLP (“Aberforth”), the largest shareholder in 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.

Further details of these irrevocable undertakings are set out in Appendix 3 to this announcement.

PAREXEL has obtained committed funds to finance the Acquisition by means of a credit agreement entered into on 13 June 2008 with JPMorgan Chase Bank, N.A. and Keybank National Association.

The credit agreement provides for committed funds of approximately US$300 million which will be used, among other things, to finance the Acquisition, refinance existing indebtedness of both ClinPhone and PAREXEL and pay Acquisition expenses, as well as provide ongoing working capital for the Enlarged Group.

JPMorgan Cazenove, financial adviser to PAREXEL and PAREXEL International Holding, is satisfied that sufficient resources are available to satisfy in full the cash consideration payable to Scheme Shareholders under the terms of the Acquisition.

ClinPhone’s preliminary results for the financial year ended 29 February 2008, which were released on 29 April 2008, reported group turnover for continuing operations of £47.3 million (2007: £43.1 million) and normalised operating profit for continuing operations of £2.9 million (2007: £6.8 million). Since the end of the financial year ClinPhone has continued to trade strongly and inline with management expectations including a significant confirmation of preferred vendor status as outlined in ClinPhone’s press release dated 6 June 2008.

At the same time as this announcement was released to the market, ClinPhone released its Interim Management Statement. Details of that statement are replicated below.

Overview

Since the announcement of ClinPhone’s previous year’s results on 29 April 2008, ClinPhone has continued to show good progress. Proposal activity remains strong and the win rate has returned to historic levels. Higher than expected average win value has also helped to increase the order book by £3.7m compared to the year end.

ClinPhone Group Revenues

ClinPhone Group revenues for the quarter were up 14.2% to £13.4m compared to £11.8m for the quarter ended 31 May 2007. USD rates have not materially changed year on year, however, the revenues for the quarter are impacted by the EUR:GBP exchange rate. Constant currency revenues were up 12.3%.

Order Book

The order book has increased by 5.2% to £55.3m, compared to £52.5m for the quarter ended 31 May 2007. At constant exchange rates, the order book has increased by 2.2%, or £1.2m. However, growth from the opening order book at the start of the current financial year has been strong, showing an increase of 7.2%.

Proposal activity remains strong and the recent opening of the Paris office demonstrates the continued commitment by ClinPhone to expanding its business in European markets. Having a local presence enables ClinPhone to provide increased face-to-face contact, trial consultations and expert advice in local languages. In addition, ClinPhone has recently been awarded

preferred provider status with a top 5 pharmaceutical company that had previously withdrawn business due to the operational difficulties experienced last year.

Average order value for the quarter was £199,700, up 41% compared to £141,000 for the quarter ended 31 May 2007. The number of studies won during Q1 is up 23% compared to the previous year, and in line with the positive performance during Q4 FY2008. This includes five significant contracts worth a combined value of over $8m with 3 of the top 10 pharmaceutical companies (by revenue).

Operational activity in the quarter saw ClinPhone add a further 59 trials to its systems (Q1 FY08: 71), increasing the average number of live trials to 565 for the quarter (Q1 FY08: 521).

During the quarter ClinPhone also announced a new global partnership with Invivodata to provide electronic patient reported outcomes (ePRO) solutions. This new partnership will deliver best-of-breed offerings for two of the most commonly used ePRO modalities — device based and interactive voice response systems — to pharmaceutical and biotech companies.

The ClinPhone Group is a specialist Clinical Technology Organisation (“CTO”) working with the leading global biotech and pharmaceutical organisations. With its corporate headquarters in Nottingham, UK, ClinPhone is one of the largest and most accomplished CTOs with experience in over 2,000 clinical trials spanning 90 countries and 71 languages. ClinPhone’s solutions enable its clients to manage their clinical trials more effectively through the use of technology. Building on its telephone and web-based randomisation and medication management expertise, ClinPhone can offer a wide range of innovative products covering all aspects of a clinical trial, including Electronic Patient Reported Outcomes (ePRO), Interactive Voice and Web Response (IVR and IWR), Patient Recruitment Solutions, Electronic Data Capture (EDC) and Clinical Trial Management Software (CTMS).

As of 14 February 2008 (being the last Business Day before the start of the Offer Period) ClinPhone had a market capitalisation of approximately £48.7 million and as at close of business on 12 June 2008 (being the last Business Day before this announcement), ClinPhone had a market capitalisation of approximately £69.2 million.

PAREXEL is a leading global bio/pharmaceutical services organisation, providing a broad range of knowledge-based contract research, medical communications and consulting services to the worldwide pharmaceutical, biotechnology and medical device industries. Committed to providing solutions that expedite time-to-market and peak-market penetration, PAREXEL has developed significant expertise across the development and commercialisation continuum, from drug development and regulatory consulting to clinical pharmacology, clinical trials management, medical education and reimbursement. PAREXEL, through its subsidiary, Perceptive Informatics, Inc., also provides advanced technology solutions, including medical imaging, to facilitate the clinical development process.

Headquartered near Boston, Massachusetts, PAREXEL operates in 63 locations throughout 52 countries around the world, and has over 7,680 employees.

PAREXEL is listed on NASDAQ (trading under symbol “PRXL”) with a market capitalisation of approximately $1.4 billion (as of 12 June 2008).

In the financial year to 30 June 2007, PAREXEL reported sales of $742 million and net income of $37 million.

PAREXEL International Holding was specifically incorporated for the purposes of the Acquisition and is an indirect wholly owned subsidiary of PAREXEL.

It is intended that the Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement between ClinPhone and Scheme Shareholders under section 899 of the 2006 Act. The Scheme will involve an application by ClinPhone to the Court to sanction the Scheme.

The Scheme will be subject to the Conditions and certain further terms referred to in Appendix 1 to this announcement and to be included in the Scheme Document.

In particular, to become Effective, the Scheme requires the approval of Scheme Shareholders by the passing of a resolution at the Scheme Meeting. The resolution must be approved by a majority in number of ClinPhone Shareholders present and voting at the Scheme Meeting, either in person or by proxy, representing not less than 75 per cent. in value of the Scheme Shares which are voted at the Scheme Meeting (or any adjournment thereof).

In addition, to become Effective, the Scheme also requires the passing at the ClinPhone General Meeting of certain resolutions which are necessary to implement the Scheme. These resolutions are in respect of, inter alia :

	•		the cancellation of any existing ClinPhone Shares and the approval of the issue of new ordinary shares in ClinPhone to PAREXEL (and/or its nominee(s)) in accordance with the Scheme; and
	•		the amendment of the ClinPhone articles of association to ensure that the ClinPhone Shares issued under the ClinPhone Share Schemes will be subject to the Scheme or, if issued following the Reorganisation Record Time, will be automatically transferred to PAREXEL on the same terms as under the Scheme.

These resolutions require the approval of the ClinPhone Shareholders representing at least 75 per cent. of the votes cast at the ClinPhone General Meeting, which will be held immediately after the Scheme Meeting.

Following the Scheme Meeting and the ClinPhone General Meeting, the Scheme must be sanctioned and the Capital Reduction confirmed by the Court, and will only become Effective on delivery to the Registrar of Companies of:

	•		a copy of the Scheme Court Order; and
	•		a copy of the Reduction Court Order,

and in the case of the Reduction Court Order, it being registered by the Registrar of Companies.

Upon the Scheme becoming Effective, it will be binding on all ClinPhone Shareholders, irrespective of whether or not they attended or voted at the Scheme Meeting or the ClinPhone General Meeting.

The Scheme will contain a provision for ClinPhone to consent, on behalf of all persons concerned, to any modification of or addition to the Scheme or to any condition that the Court may approve or impose. ClinPhone has been advised that it is unlikely that the Court would impose any condition to the Scheme that might be material to the interests of ClinPhone Shareholders unless ClinPhone Shareholders were informed in advance.

The Scheme Document will include full details o