Syneos Health Announces Pricing of Secondary Offering of Common Stock
March 01 2021 - 9:28AM
Syneos Health, Inc. (Nasdaq: SYNH) (the “Company” or “Syneos
Health”), the only fully integrated biopharmaceutical solutions
organization combining a CRO (Contract Research Organization) and a
CCO (Contract Commercial Organization), today announced the pricing
of the previously announced underwritten secondary offering by
affiliates of Thomas H. Lee Partners, L.P. and Advent International
Corporation (the “Selling Stockholders”) of an aggregate of
7,000,000 shares of the Company’s common stock (the “Offering”) at
a price to the public of $74.95 per share. The Selling Stockholders
have also granted the underwriter a 30-day option to purchase up to
1,050,000 additional shares of common stock. Syneos Health is not
selling any shares and will not receive any proceeds from the
proposed sale of the shares by the Selling Stockholders in the
Offering. The Offering is expected to close on March 3, 2021,
subject to customary closing conditions.
In addition, Syneos Health entered into an
agreement with the Selling Stockholders to repurchase an aggregate
of 600,000 shares of common stock from such Selling Stockholders in
a private transaction, concurrently with the closing of the
Offering, at the price at which the shares of common stock are sold
to the public in the Offering, less underwriting discounts and
commissions. The closing of the share repurchase is contingent on,
and expected to occur simultaneously with, the closing of the
Offering, subject to the satisfaction of other customary
conditions. The closing of the Offering is not contingent on the
closing of the share repurchase.
Goldman Sachs & Co. LLC is acting as the sole
underwriter of the Offering.
An automatic shelf registration statement
(including a prospectus) relating to the Offering was filed with
the Securities and Exchange Commission (“SEC”) on November 27, 2018
and became effective upon filing. Before you invest, you should
read the registration statement, prospectus and other documents
Syneos Health has made available with the SEC for information about
Syneos Health and the Offering. You may obtain these documents free
of charge by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, copies of the prospectus and accompanying prospectus
supplement, when available, may be obtained from:
Goldman Sachs & Co. LLCAttention: Prospectus
Department200 West StreetNew York, NY 10282 Telephone: +1 866 471
2526Facsimile: +1 212 902 9316 Email:
Prospectus-ny@ny.email.gs.com.
This press release shall not constitute an offer to
sell or the solicitation of an offer to buy, nor shall there be any
sale of these securities in any state or other jurisdiction in
which such an offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any
such state or other jurisdiction.
Forward-Looking Statements
Except for historical information, all of the
statements, expectations, and assumptions contained in this press
release are forward-looking statements as that term is defined in
the Private Securities Litigation Reform Act of 1995. Actual
results might differ materially from those explicit or implicit in
the forward-looking statements. Important factors that could cause
actual results to differ materially include, but are not limited
to: reliance on key personnel; principal investigators and
patients; general and international economic, political, and other
risks, including currency and stock market fluctuations and the
uncertain economic environment; any failure to realize the
anticipated benefits of the acquisitions of SHCR Holdings
Corporation, or Synteract, and Illingworth Research Group; risks
related to the COVID-19 pandemic; the Company’s ability to
adequately price its contracts and not overrun cost estimates; any
adverse effects from the Company’s customer or therapeutic area
concentration; the Company’s ability to maintain or generate new
business awards; the Company’s ability to increase its market
share, grow its business, and execute its growth strategies; the
Company’s backlog not being indicative of future revenues and its
ability to realize the anticipated future revenue reflected in its
backlog; fluctuations in the Company’s operating results and
effective income tax rate; risks related to the Company’s
information systems and cybersecurity; changes and costs of
compliance with regulations related to data privacy; risks related
to the United Kingdom’s withdrawal from the European Union; risks
related to the Company’s transfer pricing policies; failure to
perform services in accordance with contractual requirements,
regulatory requirements and ethical considerations; risks relating
to litigation and government investigations; risks associated with
the Company’s early phase clinical facilities; insurance risk;
risks of liability resulting from harm to patients; success of
investments in the Company’s customers’ business or drugs; foreign
currency exchange rate fluctuations; risks associated with acquired
businesses, including the ability to integrate acquired operations,
products, and technologies in our business; risks related to the
Company’s income tax expense and tax reform; risks relating to the
Company’s intellectual property; risks associated with the
Company’s acquisition strategy; failure to realize the full value
of goodwill and intangible assets; restructuring risk; potential
violations of anti-corruption and anti-bribery laws; risks related
to the Company’s dependence on third parties; downgrades of the
Company’s credit ratings; competition in the biopharmaceutical
services industry; changes in outsourcing trends; regulatory risks;
trends in the Company’s customers’ businesses; the Company’s
ability to keep pace with rapid technological change; risks related
to the Company’s indebtedness; fluctuations in the Company’s
financial results and stock price; and other risk factors set forth
in the Company’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2020 and other SEC filings, copies of which are
available free of charge on the SEC website at www.sec.gov. The
Company assumes no obligation and does not intend to update these
forward-looking statements, except as required by law.
About Syneos Health
Syneos Health® (Nasdaq:SYNH) is the only fully
integrated biopharmaceutical solutions organization. The Company,
including a Contract Research Organization (CRO) and Contract
Commercial Organization (CCO), is purpose-built to accelerate
customer performance to address modern market realities. We bring
together approximately 25,000 clinical and commercial minds with
the ability to support customers in more than 110 countries.
Together we share insights, use the latest technologies and apply
advanced business practices to speed our customers’ delivery of
important therapies to patients.
Investor Relations Contact:Ronnie SpeightSenior Vice President,
Investor RelationsPhone: +1 919 745 2745Email:
Investor.Relations@syneoshealth.com |
Press/Media Contact:Gary GatyasExecutive Director, External
CommunicationsPhone: +1 908 763 3428Email:
gary.gatyas@syneoshealth.com |
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