Averion files information statement with SEC for going private transaction

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Averion International Corporation (OTC BB: AVRO), today announced that it has filed an information statement with the Securities and Exchange Commission (SEC) regarding its plan to go private. A majority of the Company’s common shareholders have approved an amendment to the Company’s certificate of incorporation to affect a reverse stock split in a ratio of 20,500 for 1 (the “Reverse Split”). Shareholders owning fewer than 20,500 shares of common stock immediately prior to the effective date of the Reverse Split, whose shares of common stock would be converted into less than one share in the Reverse Split, will instead have the right to receive a cash payment of $.01 per share immediately prior to the effective date of the Reverse Split. This transaction will be followed immediately by a 1 for 20,500 forward split which will restore continuing stockholders to their original position prior to the Reverse Split.

All aspects of the transaction, including the price to be paid to the cash out shareholders were reviewed and approved by a Special Committee of the Board of Directors made up of independent directors who have no interest in the transaction. The Special Committee relied, in part, on a valuation report prepared by an independent consulting firm.

The purpose of the going private transaction is to reduce the costs and administrative burdens of operating a public company while at the same time allowing shareholders with small holdings in the Company to immediately realize the value of their investment through their receipt of per share consideration in the amount of $.01 per share. Following the transaction, the Company expects to have fewer than 300 shareholders of record as defined by SEC rules, which will enable the Company to cease registration of its common stock under the 1934 Securities Act. Effective on and following the termination of the registration of the Company’s common stock under the 1934 Act, the Company will no longer be required to file annual, quarterly and other reports with the SEC.

Commenting on this development, James McGuire, Chairman of the Board, stated, “Averion is a successful provider of clinical research services in a very competitive business environment. The increasing cost and time associated with public company regulatory compliance required a significant amount of expense and management resources with no tangible benefit to our shareholders. Once the Company completes its remaining filing obligations with the SEC, Averion will be considered a private company.”

For a complete description of the transaction, please see the Information Statement we filed with the Securities and Exchange Commission which may be accessed on the Investor Relations page on Averion International Corp.’s website at www.averionintl.com.

http://www.averionintl.com/

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