Whenever management uses the phrase "improve shareholder value," expect a company to try to sell some or all of itself in short order.

In February, MDS Inc. said it had formed a special committee made up of independent members of its board to consider "alternatives" to improve shareholder value. Its share price had fallen 56 percent over 12 months to $7.44.

Four months later, Toronto-based MDS has agreed to sell its late-stage clinical research operations to a Raleigh, N.C., company for $50 million.

INC Research Inc., which expects to close the purchase during the third quarter, will add 800 employees from MDS Pharma Services, a unit based in King of Prussia.

MDS said it didn't have enough scale to be successful providing contract research services in the large, multi-site clinical trials conducted during phases II-IV of the drug development process.

A company spokesman said 80 of MDS Pharma's 120 employees in Montgomery County would shift over to INC Research.

The Canadian firm also said it's looking for a buyer for its Central Labs business, which employs 600 people.

MDS Pharma will keep its executive offices in King of Prussia, overseeing 1,900 employees in six countries now focused on the stages of drug development from discovery to proof of concept.

Undone deal

In early May, Bio-Imaging Technologies Inc. said it would acquire a North Carolina firm to help it expand its "electronic data capture" services for clinical trials.

But saying you want to do a deal and actually doing it are two very different things.

The $10 million in cash and stock the Newtown-based Bio-Imaging Technologies offered for etrials Worldwide Inc. served to flush out a competing bidder. Bio-Imaging raised its offer by 44 percent, but it wasn't enough.

Etrials, of Morrisville, N.C., has agreed to be acquired by the aptly named Merge Healthcare Inc., of Milwaukee, Wis., in a transaction, also cash and stock, valued at $18.3 million.

Shareholders of etrials should be happy. The original offer valued etrials at 90.68 cents per share. The smaller Merge Healthcare proved willing to pony up $1.70 per share.

However, Bio-Imaging won't walk away empty-handed. Etrials will pay a termination fee of $500,000 and reimburse the Bucks County company for expenses of up to $250,000.