PAREXEL International Corporation (NASDAQ: PRXL), a leading
global biopharmaceutical services provider, and Pamplona Capital
Management, LLP (Pamplona) today announced that they have entered
into a definitive agreement under which Pamplona will acquire all
of the outstanding shares of PAREXEL for $88.10 per share in cash
in a transaction valued at approximately $5.0 billion, including
PAREXEL’s net debt.
The purchase price represents a 27.9% premium to PAREXEL’s
unaffected closing stock price on May 5, 2017, the last trading day
prior to published market speculation regarding a potential
transaction involving the Company; a 38.5% premium to the
unaffected 30-day volume weighted average closing share price of
PAREXEL’s common stock ended May 5, 2017; and a 23.3% premium to
the Company’s undisturbed 52-week high.
“Today’s announcement is the culmination of a comprehensive
review of the opportunities available to the Company, including
interest solicited and received from multiple parties with the
assistance of independent financial and legal advisors. Having
considered these opportunities, the PAREXEL Board of Directors
unanimously determined that this all-cash transaction and the
significant, certain value it provides is in the best interest of
PAREXEL shareholders, as well as our company,” said Josef von
Rickenbach, Chairman and Chief Executive Officer of PAREXEL.
“PAREXEL benefits from a strong operating foundation with expertise
and resources to support our clients in their clinical trials
around the world. However, as our results over the past year show,
the market for biopharmaceutical services is evolving. We believe
the more flexible corporate structure afforded by this transaction
will better position us to advance PAREXEL’s strategy in light of
these realities and to shape the Company to best capitalize on our
exciting market opportunities.”
Mr. von Rickenbach continued, “Pamplona has significant
experience in the pharmaceutical and healthcare industries, and we
are pleased to have their support as we work to realize the
long-term opportunity for PAREXEL. This transaction and the
meaningful value it delivers for our shareholders is a testament to
the 19,600 employees who help our clients advance the development
and commercialization of new medical therapies worldwide, and we
will remain focused on providing our clients with the service and
support that have long set PAREXEL apart.”
Jeremy Gelber, M.D., Partner at Pamplona, said, “We have great
respect for the global leadership that Josef and the talented
employees at PAREXEL have built. We are excited to partner with a
company and a team that have a strong track record in helping to
successfully navigate the complexities innate to the
biopharmaceutical industry and bring new therapies to market.”
The transaction is not subject to a financing condition. Bank of
America Merrill Lynch and J.P. Morgan Chase Bank, N.A. have
provided committed financing for the transaction.
The transaction is expected to close early in the fourth quarter
of 2017, subject to the approval of a majority of PAREXEL
shareholders and the satisfaction of other customary closing
conditions.
PAREXEL expects to hold a Special Meeting of Shareholders to
consider and vote on the proposed agreement with Pamplona as soon
as practicable after the mailing of the proxy statement to
shareholders.
The PAREXEL Board of Directors unanimously approved the
transaction and intends to recommend that all PAREXEL shareholders
vote to approve the agreement with Pamplona.
Upon the completion of the transaction, PAREXEL will become a
privately held company and shares of PAREXEL’s common stock will no
longer be listed on any public market.
Goldman Sachs & Co. LLC is acting as financial advisor to
PAREXEL, and Goodwin Procter LLP is serving as legal counsel.
Perella Weinberg Partners LP is acting as financial advisor to
Pamplona, and Kirkland & Ellis LLP is serving as legal
counsel.
About PAREXEL International
PAREXEL International Corporation is a leading global
biopharmaceutical services company, providing a broad range of
expertise-based clinical research, consulting, medical
communications, and technology solutions and 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 commercialization
continuum, from drug development and regulatory consulting to
clinical pharmacology, clinical trials management, and
reimbursement. PAREXEL Informatics provides advanced technology
solutions, including medical imaging, to facilitate the integrated
clinical development and regulatory information management process.
Headquartered near Boston, Massachusetts, PAREXEL has offices in 86
locations in 51 countries around the world, and has approximately
19,600 employees. For more information about PAREXEL International
visit www.PAREXEL.com.
PAREXEL and PAREXEL Informatics are trademarks or registered
trademarks of PAREXEL International Corporation or its affiliates.
All other trademarks are the property of their respective
owners.
About Pamplona Capital Management
Pamplona Capital Management is a London, New York, and
Boston-based specialist investment manager established in 2005 that
provides an alternative investment platform across private equity,
fund of hedge funds, and single-manager hedge fund investments.
Pamplona manages over $10 billion in assets across a number of
funds for a variety of clients including public pension funds,
international wealth managers, multinational corporations, family
offices, and funds of hedge funds. Pamplona invests long-term
capital across the capital structure of its portfolio companies in
both public and private market situations and has been one of the
most active private equity investors in healthcare in recent years.
Notable recent Pamplona healthcare investments include nThrive,
Formativ Health, Brighton Health Group, Alvogen, Spreemo, PatientCo
and Intralign. Please see www.pamplonafunds.com for further
information.
Additional Information about the Proposed Transaction and
Where to Find It
PAREXEL plans to file with the U.S. Securities and Exchange
Commission (“SEC”) and furnish its shareholders with a proxy
statement in connection with the proposed transaction with Pamplona
and security holders of PAREXEL are urged to read the proxy
statement and the other relevant materials when they become
available because such materials will contain important information
about PAREXEL, Pamplona and their respective affiliates and the
proposed transaction. The proxy statement and other relevant
materials (when they become available), and any and all other
documents filed by PAREXEL with the SEC, may be obtained free of
charge at the SEC’s website at www.sec.gov.
In addition, investors may obtain a free copy of PAREXEL’s
filings from PAREXEL’s website at www.PAREXEL.com or by directing a
request to: PAREXEL International Corporation, 195 West Street,
Waltham, Massachusetts 02451, Attn: Ron Aldridge, Senior Director
of Investor Relations.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY
STATEMENT AND THE OTHER RELEVANT MATERIALS WHEN THEY BECOME
AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH
RESPECT TO THE PROPOSED TRANSACTION.
Participants in the Solicitation
PAREXEL and its directors and executive officers may be deemed
to be participants in the solicitation of proxies from the security
holders of PAREXEL in connection with the proposed transaction.
Information about those directors and executive officers of
PAREXEL, including their ownership of PAREXEL securities, is set
forth in the proxy statement for PAREXEL’s 2016 Annual Meeting of
Stockholders, which was filed with the SEC on October 26, 2016, as
amended and supplemented by other PAREXEL filings with the SEC.
Investors and security holders may obtain additional information
regarding the direct and indirect interests of PAREXEL and its
directors and executive officers in the proposed transaction by
reading the proxy statement and other public filings referred to
above.
Forward-Looking Statements
This press release includes forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements include, but are not limited
to, potential opportunities to accelerate PAREXEL’s growth and
enhance its delivery of world-class solutions to its customers;
PAREXEL’s position to capitalize on an increased trend for
outsourcing of pharmaceutical products and services; the expected
impact of this transaction on PAREXEL’s financial and operating
results and business, the operation and management of PAREXEL after
the acquisition, the anticipated funding for the transaction, and
the timing of the closing of the acquisition. The words
“anticipates”, “believes”, “expects”, “may”, “plans”, “predicts”,
“will”, “potential”, “goal” and similar expressions are intended to
identify forward-looking statements, although not all
forward-looking statements contain these identifying words. Readers
should not place undue reliance on these forward-looking
statements. PAREXEL’s actual results may differ materially from
such forward-looking statements as a result of numerous factors,
some of which PAREXEL may not be able to predict and may not be
within PAREXEL’s control. Factors that could cause such differences
include, but are not limited to, (i) the risk that the proposed
merger may not be completed in a timely manner, or at all, which
may adversely affect PAREXEL’s business and the price of its common
stock, (ii) the failure to satisfy all of the closing conditions of
the proposed merger, including the adoption of the Merger Agreement
by PAREXEL’s stockholders and the receipt of certain governmental
and regulatory approvals in the U.S. and in foreign jurisdictions,
(iii) the occurrence of any event, change or other circumstance
that could give rise to the termination of the Merger Agreement,
(iv) the effect of the announcement or pendency of the proposed
merger on PAREXEL’s business, operating results, and relationships
with customers, suppliers, competitors and others, (v) risks that
the proposed merger may disrupt PAREXEL’s current plans and
business operations, (vi) potential difficulties retaining
employees as a result of the proposed merger, (vii) risks related
to the diverting of management’s attention from PAREXEL’s ongoing
business operations, and (viii) the outcome of any legal
proceedings that may be instituted against PAREXEL related to the
Merger Agreement or the proposed merger. In addition, PAREXEL’s
actual performance and results may differ materially from those
currently anticipated due to a number of risks including, without
limitation: changes in customers’ spending and demand and the
trends in pharmaceutical companies’ outsourcing of research and
development; PAREXEL’s ability to provide quality and timely
services and to compete with other companies providing similar
services; PAREXEL’s ability to comply with strict government
regulations of the drug, medical device and biotechnology industry;
PAREXEL’s ability to successfully integrate past and future
acquisitions, including the acquisitions of Health Advances, LLC,
ExecuPharm, Inc., and The Medical Affairs Company, LLC, and to
realize the expected benefits of each; a change in PAREXEL’s
relationships with its largest customers; PAREXEL’s ability to
service its indebtedness; PAREXEL’s ability to protect its
technology and proprietary information and the confidential
information of its customers; the loss, modification, or delay of
contracts which would, among other things, adversely impact the
Company’s recognition of revenue included in backlog; the Company’s
dependence on certain industries and clients; the risk of patent
infringement and other litigation; as well as those risks discussed
in PAREXEL’s Annual Report on Form 10-K for the year ended June 30,
2016 as filed with the Securities and Exchange Commission (SEC) on
September 9, 2016, subsequent Quarterly Reports filed with the SEC
and PAREXEL’s other SEC filings. Numerous factors, including those
noted above, may cause actual results to differ materially from
current expectations. PAREXEL expressly disclaims any current
intention or obligation to update any forward-looking statement in
this press release to reflect future events or changes in facts
affecting the forward-looking statements contained in this press
release.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20170620005808/en/
For PAREXELMedia:Mark StephensonTel.: +1
781-434-4783Email: Mark.Stephenson@PAREXEL.comorBarrett Golden /
Arielle RothsteinJoele Frank, Wilkinson Brimmer KatcherTel.: +1
212-355-4449orInvestors:Ronald AldridgeTel.: +1-781-434-4753Email:
ron.aldridge@PAREXEL.comorFor PamplonaEd OrlebarTemple Bar
Advisory (PR advisor to Pamplona)Tel.: +44-773-872-4630Email:
edo@templebaradvisory.com
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