The Carlyle Group and Hellman & Friedman Complete Acquisition of PPD
December 05 2011 - 3:26PM
Business Wire
Pharmaceutical Product Development, Inc. today announced the
completion of its acquisition by affiliates of The Carlyle Group
and affiliates of Hellman & Friedman in an all-cash transaction
valued at approximately $3.9 billion.
As previously announced, the transaction was approved by PPD
shareholders at a special meeting of shareholders held November 30,
2011. Pursuant to the terms of the merger agreement, PPD's
shareholders are entitled to receive $33.25 in cash, without
interest, less any applicable withholding taxes, for each share of
PPD common stock owned by them. As a result of the merger, PPD's
common stock will no longer be listed for trading on NASDAQ.
Shareholders of record will receive a letter of transmittal and
instructions on how to surrender their shares of PPD common stock
in exchange for the merger consideration. Shareholders of record
should wait to receive the letter of transmittal before
surrendering their shares.
Morgan Stanley & Co. LLC served as financial advisor, and
Lazard provided a fairness opinion, to the board of directors of
PPD in connection with the transaction. Wyrick Robbins Yates &
Ponton LLP and Skadden, Arps, Slate, Meagher & Flom LLP served
as legal advisors to PPD in connection with the transaction. Latham
& Watkins LLP, Simpson Thacher & Bartlett LLP and Covington
& Burling LLP served as legal counsel, and Credit Suisse served
as financial advisor, to Carlyle and Hellman & Friedman in
connection with the transaction.
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.
About The Carlyle Group
The Carlyle Group is a global alternative asset manager with
over $153 billion of assets under management across 86 funds and 49
fund of fund vehicles as of June 30, 2011. The Carlyle Group
invests across four segments – Corporate Private Equity, Real
Assets, Global Market Strategies and Fund of Funds Solutions – in
Africa, Asia, Australia, Europe, the Middle East, North America and
South America. The Carlyle Group’s Corporate Private Equity
business has developed particular industry expertise in aerospace,
defense & government services, consumer & retail, energy,
financial services, healthcare, industrial, technology &
business services, telecommunications & media and
transportation. The Carlyle Group employs more than 1,100 people in
34 offices across six continents. www.carlyle.com
About Hellman & Friedman
Hellman & Friedman LLC is a leading private equity
investment firm with offices in San Francisco, New York and London.
Since its founding in 1984, Hellman & Friedman has raised and,
through its affiliated funds, managed over $25 billion of committed
capital. The firm focuses on investing in superior business
franchises and serving as a value-added partner to management in
select industries including healthcare, business & marketing
services, software, financial services, internet & digital
media, insurance, media and energy & industrials. For more
information on Hellman & Friedman, visit www.hf.com.
Except for historical information, all of the statements,
expectations and assumptions 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 PPD might lose customers and/or
employees as a result 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.
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