etrials (Nasdaq: ETWC), one of the world’s pioneers in developing so-called “electronic clinical trials” technology, is being sold.

On Tuesday, Pennsylvania-based Bio-Imaging Technologies (Nasdaq: BITI) said it would acquire in a stock deal worth some $10 million.

etrials has suffered through a recent series of management changes and struggled to grow its business of providing software and related services to pharmaceutical and life science firms that are conducting clinical trials.

etrials has some 100 employees.

The press statement issued Tuesday by the two companies follows:

NEWTOWN, Pa. & MORRISVILLE, N.C.—Bio-Imaging Technologies, Inc. (NASDAQ: BITI) (d/b/a "BioClinica”) and etrials Worldwide, Inc. (NASDAQ: ETWC) (“etrials”) jointly announce Bio-Imaging’s intent to acquire etrials. The proposed acquisition is expected to be consummated through a tender offer for all of the outstanding shares of etrials stock. For each share of etrials stock, shareholders will receive 0.124 shares of newly issued Bio-Imaging common stock, 0.076 shares of newly issued Bio-Imaging preferred stock, and $0.15 in cash, which equates to a value of $0.9068 per share for etrials, representing a 27% premium to the average closing price for the past thirty days.

Stockholders owning approximately 33% of etrials outstanding shares have already agreed to tender their shares, and if needed, vote in favor of the approval of the merger agreement. Subject to customary closing conditions, and assuming a majority of etrials shares will be tendered pursuant to the Tender Offer, the tender offer is expected to expire on or about June 15, 2009.

Management of Bio-Imaging will discuss the proposed transaction on its regularly scheduled earnings conference call scheduled for May 6, 2009 at 11:00 a.m. EDT.

As a result of the proposed transaction, etrials will not hold its previously announced first quarter earnings call on May 12, 2009.

etrials Worldwide, Inc., headquartered in Morrisville, North Carolina, is a leading provider of eClinical software and services to pharmaceutical, biotechnology, medical device and contract research organizations (CRO’s). It offers adaptive, Web-based tools that work together to coordinate data capture, logistics, patient interaction and trial management. etrials offers electronic data capture (EDC), interactive voice and Web response (IVR/IWR), and electronic patient diaries (eDiary) as part of an integrated software-as-a-service (SaaS) platform or as individual solutions to optimize clinical trials. etrials has facilitated over 900 trials, ranging from Phase I through Phase IV, involving more than 400,000 patients in 60 countries, has deployed electronic trials in more than 70 countries and 45 languages, and has worked with more than 100 different sponsors, including 16 of the top 20 pharmaceutical companies. In 2008, etrials reported $15.1 million in net service revenues.

Mark L. Weinstein, President and Chief Executive Officer of BioClinica said, "etrials is an excellent fit with our long-term corporate strategy. This addition instantly broadens our eClinical product offering while leveraging our global operations and brand reputation for quality client service. Together with our services-based approach, the combination enhances our existing relationships with customers from both companies and creates a new, stronger and stable partner for new pharma, biotech and medical device sponsors. With minimal customer overlap, the acquisition also presents immediate cross-selling and new business opportunities. We anticipate realizing significant synergies as we integrate etrials with our eClinical Services Division and we look forward to working with the etrials team as we combine our strengths and expertise in the clinical trials services market."

Mr. Weinstein continued, “The acquisition is anticipated to have a neutral effect on earnings per share from continuing operations in 2009 (excluding one-time charges related to the transaction), and be accretive to earnings per share in 2010. As a result of the transaction, we anticipate our combined 2009 service revenues, including the operating results of etrials from date of acquisition through December 31, 2009, to be in the range of $65 to $70 million, as compared to Bio-Imaging’s previous guidance of $60 to $63 million, and reiterate Bio-Imaging’s full year 2009 EPS, excluding one time charges related to the acquisition, of $0.23 to $0.25 per share.”

Peter S. Benton, President of BioClinica’s eClinical Services Division said, "With etrials, BioClinica augments robust and proven EDC and data management with complementary clinical trial technology that includes interactive voice and Web response (IVR/IVW), eDiary, registry experience and Tech Transfer platforms for CRO customers, all of which will enhance our business opportunities. etrials’ strong team of dedicated professionals will strengthen BioClinica’s eClinical Services delivery and expand our presence in the growing EDC market." Prior to joining BioClinica in 2008, Mr. Benton was associated with etrials from 2007 to 2008, most recently as its chief operating officer. Mr. Benton does not own any shares of etrials stock.

M. Denis Connaghan, President and Chief Executive Officer of etrials said, "It has been our goal to move aggressively to deliver the best value to our customers and seize new opportunities for drug and medical device development. With the rapid growth of the eClinical market, we believe that becoming part of the BioClinica organization will enable us to deliver enhanced customer service, more rapidly capitalize on emerging trends in the marketplace and create greater value for our shareholders. We look forward to the opportunity to contribute to BioClinica’s growth by offering it new and integrated capabilities in data capture, end-to-end trial visibility and tightly managed control mechanisms. By joining forces with BioClinica we believe we will help improve the accuracy, speed and safety of large-scale clinical trials with complex data requirements.”

Mr. Weinstein concluded, "This acquisition also fits well with our recent rebranding of Bio-Imaging Technologies into BioClinica, as we offer our customers an expanded and strengthened suite of integrated solutions that track and manage more of their clinical data. With this acquisition, we look forward to offering our customers more robust services and helping life science companies manage their clinical trials with greater efficiency, quality and improved data visibility."

The merger agreement provides for Bio-Imaging to acquire etrials in a two-step transaction. The first step will consist of a tender offer for all outstanding shares of etrials common stock as described above. In the second step, the tender offer will be followed by a merger in which any untendered outstanding shares of etrials common stock will be converted into the right to receive the same consideration per share offered in the tender offer. Each of Bio-Imaging and etrials will promptly file a Form 8-K filing this joint press release and the merger agreement describing the terms of the transaction, including the terms of the newly issued Bio-Imaging preferred stock.

Excel Partners is acting as exclusive financial advisor to Bio-Imaging, and Morgan, Lewis & Bockius LLP is acting as Bio-Imaging’s legal counsel in the transaction. Emerging Growth Equities is acting as exclusive financial advisor to etrials, and Wyrick Robbins Yates & Ponton LLP is acting as legal counsel to etrials in the transaction.