Parexel to be acquired by Pamplona in transaction valued at approx. $5B
PAREXEL International Corporation and Pamplona Capital Management 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 $5B, 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 CEO of PAREXEL. 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.