PPD Announces End of “Go-Shop” Period and Early Termination of Hart-Scott-Rodino Waiting Period
November 02 2011 - 8:02AM
Business Wire
Pharmaceutical Product Development, Inc. (Nasdaq: PPDI) today
announced the expiration of the 30-day “go-shop” period pursuant to
the terms of the previously announced definitive merger agreement,
entered into on October 2, 2011, between PPD and affiliates of The
Carlyle Group and affiliates of Hellman & Friedman LLC.
During the “go-shop” period, which ended at 11:59 p.m., Eastern
Time, on November 1, 2011, the company's representatives solicited
superior proposals from third parties. Despite these solicitation
efforts, PPD did not receive any alternative acquisition proposals
during the “go-shop” period.
On October 3, 2011, PPD announced that it had entered into a
definitive merger agreement under which PPD will be acquired by
affiliates of The Carlyle Group and affiliates of Hellman &
Friedman LLC in an all-cash transaction. Pursuant to terms of the
agreement, PPD shareholders will receive $33.25 in cash for each
share of common stock.
PPD has also been granted early termination of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, in connection with the proposed merger. The
transaction remains subject to antitrust clearance in certain
foreign jurisdictions and approval by PPD’s shareholders, as well
as other customary closing conditions. PPD has scheduled a special
meeting of its shareholders for November 29, 2011, to consider
approval of the merger agreement and expects the merger to close in
the fourth quarter of 2011. PPD’s board of directors continues to
recommend that PPD’s shareholders vote to approve the merger
agreement at the special meeting of shareholders.
About PPD
PPD is a leading global contract research organization providing
drug discovery, development and lifecycle management services. Our
clients and partners include pharmaceutical, biotechnology, medical
device, academic and government organizations. With offices in 44
countries and more than 11,000 professionals worldwide, PPD applies
innovative technologies, therapeutic expertise and a commitment to
quality to help clients and partners accelerate the delivery of
safe and effective therapeutics and maximize the returns on their
R&D investments. For more information, visit www.ppdi.com.
Except for historical information, all of the statements,
expectations and assumptions, including statements, expectations
and assumptions about the merger, contained in this news release
are forward-looking statements that involve a number of risks and
uncertainties. Although PPD attempts to be accurate in making these
forward-looking statements, it is possible that future
circumstances might differ from the assumptions on which such
statements are based and could cause actual results to differ
materially from the forward-looking statements. Other important
factors which could cause future results to differ materially
include the following: risks that the merger might not close; risks
that PPD might lose customers and/or employees as a result of
announcement of the merger; overall global economic conditions;
economic conditions in the pharmaceutical, biotechnology and
government-sponsored research sectors; research and development
spending in the pharmaceutical, biotechnology and
government-sponsored research sectors; outsourcing trends in the
pharmaceutical, biotechnology and government-sponsored research
sectors; consolidation in pharmaceutical and biotechnology
industries; competition in the outsourcing industry; PPD’s ability
to win new business; loss, delay or modification of large
contracts; higher-than-expected cancellation rates; the rate of
conversion of backlog into revenue; actual operating performance;
fluctuations in currency exchange rates; the ability to attract,
integrate and retain key personnel; and risks associated with and
dependence on strategic relationships. These and other PPD risk
factors are set forth in more detail from time to time in our SEC
filings, copies of which are available free of charge upon request
from PPD’s investor relations department. PPD assumes no obligation
and expressly disclaims any duty to update these forward-looking
statements in the future, except as required by applicable law.
These forward-looking statements should not be relied upon as
representing PPD’s estimates or views as of any date subsequent to
the date hereof.
Additional Information and Where to Find It
In connection with the proposed merger, PPD filed a definitive
proxy statement with the SEC on October 28, 2011, which it is in
the process of mailing, along with a form of proxy, to shareholders
of record of the company as of October 24, 2011. PPD’S SHAREHOLDERS
ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER DOCUMENTS TO BE
FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. PPD’s shareholders may
obtain, without charge, a copy of these documents from the SEC’s
website at www.sec.gov. PPD’s shareholders will also be able to
obtain, without charge, a copy of the definitive proxy statement
and other relevant documents by going to the Investors section of
PPD’s corporate website, www.ppdi.com.
PPD and its directors and officers may be deemed to be
participants in the solicitation of proxies from PPD’s stockholders
with respect to the proposed merger. Information about PPD’s
directors and executive officers and their ownership of PPD’s
common stock is set forth in the definitive proxy statement for the
company’s November 29, 2011, special meeting of shareholders, which
was filed with the SEC on October 28, 2011. Shareholders may obtain
additional information regarding the interests of the company and
its directors and executive officers in the proposed merger, which
may be different than those of the company’s shareholders
generally, by reading the definitive proxy statement filed with the
SEC on October 28, 2011, and other relevant documents regarding the
proposed merger, when filed with the SEC.
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