UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed
by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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PAREXEL International Corporation
(Name of Registrant as Specified In
Its Charter)
(Name of Person(s) Filing Proxy
Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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EXPLANATORY NOTE
On August 23, 2017, PAREXEL International Corporation (the Company or PAREXEL) delivered the following FAQ to its employees:
Q1: Are there any operational (i.e. research-related) synergies that are planned with other resources owned by Pamplona?
A1:
Until the proposed acquisition of PAREXEL by Pamplona Capital Management has been completed, it would be premature to discuss potential
post-transition activities. It is important for PAREXEL employees to remember that fundamentally, this transaction is about building on the many great attributes that have made PAREXEL an industry leader. Following the close of the
transaction, PAREXEL will be a privately held company and will operate independently. With Pamplonas support and the flexibility PAREXEL will have as a private company, the Company will be even better positioned to serve our clients,
differentiate PAREXELs services and solutions, and ensure that our organization continues to grow and thrive. Our business strategy and commitment to becoming the worlds leading biopharmaceutical services company remains the
same.
Q2: Will the Company still be honoring the Management Incentive Plan for bonuses for this past fiscal year?
A2:
The payout for the Management Incentive Plan requires meeting certain financial targets. Following the FY17 earnings announcement, currently
scheduled for the end of August, employees will be notified as to whether we achieved the established targets for payout.
Additional Information about
the Proposed Transaction and Where to Find It
PAREXEL International Corporation (PAREXEL) will hold a Special Meeting of Stockholders on
September 15, 2017. PAREXEL has filed with the U.S. Securities and Exchange Commission (SEC) and mailed to its stockholders a definitive proxy statement in connection with the proposed transaction with Pamplona. Security holders of
PAREXEL are urged to read the definitive 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 SECs website at www.sec.gov.
In addition, investors may obtain a free copy of PAREXELs filings from PAREXELs 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 DEFINITIVE 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 PAREXELs 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, including the definitive proxy statement filed with the SEC as of August 15, 2017. 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 communication includes forward-looking statements within the meaning of the Private Securities Litigation
2
Reform Act of 1995. These forward-looking statements include, but are not limited to, potential opportunities to accelerate PAREXELs growth and enhance its delivery of world-class solutions
to its customers; PAREXELs position to capitalize on an increased trend for outsourcing of pharmaceutical products and services; the expected impact of this transaction on PAREXELs 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. PAREXELs 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 PAREXELs 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 PAREXELs 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 PAREXELs 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 PAREXELs business, operating results, and relationships with customers, suppliers, competitors and others, (v) risks that the proposed merger may disrupt PAREXELs current plans and
business operations, (vi) potential difficulties retaining employees as a result of the proposed merger, (vii) risks related to the diverting of managements attention from PAREXELs 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, PAREXELs 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; PAREXELs ability to provide quality
and timely services and to compete with other companies providing similar services; PAREXELs ability to comply with strict government regulations of the drug, medical device and biotechnology industry; PAREXELs 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 PAREXELs relationships with its
largest customers; PAREXELs ability to service its indebtedness; PAREXELs 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 Companys recognition of revenue included in backlog; the Companys dependence on certain industries and clients; the risk of patent infringement and other litigation; as well as those
risks discussed in PAREXELs 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
PAREXELs 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 communication to reflect future events or changes in facts affecting the forward-looking statements contained in this communication.
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