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PAREXEL International Enters Definitive Agreement to Be Acquired by Pamplona Capital Management for $88.10 Per Share in Cash | Business Wire

BOSTON & NEW YORK–(BUSINESS WIRE)–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.

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