UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
______________
FORM 8-K
______________
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
Report (Date of earliest event reported):
August
29, 2016
______________
QUINTILES TRANSNATIONAL HOLDINGS INC.
(Exact
name of registrant as specified in its charter)
______________
North Carolina
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001-35907
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27-1341991
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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4820 Emperor Blvd.
Durham, North Carolina
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27703
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(919) 998-2000
Not Applicable
(Former
name or former address, if changed since last report)
______________
Check the
appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
⊠
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
⃞
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
⃞
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
⃞
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Board of Directors of Surviving Corporation
Pursuant to the terms of the previously disclosed merger agreement with
IMS Health Holdings, Inc. (“IMS Health”) and Quintiles Transnational
Holdings Inc. (“Quintiles”) and the previously disclosed shareholders
agreement among Quintiles and the shareholders named therein, each dated
May 3, 2016, Quintiles and IMS Health each designated six individuals to
serve as directors of the surviving corporation following the proposed
merger of IMS Health with and into Quintiles (the “Surviving
Corporation”), effective as of the effective time of the merger (the
“Effective Time”). The IMS Health designees are Ari Bousbib, Jonathan
J. Coslet, John G. Danhakl, James A. Fasano, Ronald A. Rittenmeyer and
Todd B. Sisitsky (the “IMS Health Designees”). The Quintiles designees
are Dr. Dennis B. Gillings, CBE, Thomas H. Pike, John P. Connaughton,
Jack M. Greenberg, Michael J. Evanisko and John M. Leonard, M.D. (the
“Quintiles Designees”). In connection therewith, at the Effective Time,
Annie H. Lo and Leonard D. Schaeffer will resign from the Quintiles
board of directors.
Effective immediately following those resignations, the IMS Health
Designees will be appointed to serve as members of the board of
directors of the Surviving Corporation (the “Board”) until the first,
second or third annual meeting of stockholders following the merger and
until a successor is duly elected and qualified or until such director’s
earlier resignation, removal or death. The assignment of Surviving
Corporation directors to their respective classes and committees, if
any, as well as director independence and director compensation
arrangements, will be determined at the time of or following the merger.
The following provides biographical information on the IMS Health
Designees joining the Surviving Corporation Board:
Ari Bousbib
was appointed Chief Executive Officer and
President of IMS Health in September 2010 and was appointed to the
additional role of Chairman in December 2010. Prior to joining IMS
Health, Mr. Bousbib spent 14 years at United Technologies Corporation
(“UTC”). From 2008 until 2010, he served as President of UTC’s
Commercial Companies, including Otis Elevator Company, Carrier
Corporation, UTC Fire & Security and UTC Power Inc. From 2002 until
2008, Mr. Bousbib was President of Otis, and from 2000 to 2002 he served
as its Chief Operating Officer. Previously, Mr. Bousbib was a partner at
Booz Allen Hamilton. Mr. Bousbib currently serves on the board of
directors of The Home Depot, Inc. and is a member of the Harvard Medical
School Health Care Policy Advisory Council. He previously served on the
board of directors of Best Buy, Inc. and was appointed by the President
of the United States to serve on the President’s Commission on White
House Fellowships. Mr. Bousbib holds a Master of Science Degree in
Mathematics and Mechanical Engineering from the Ecole Superieure des
Travaux Publics, Paris, and an M.B.A. from Columbia University.
John G. Danhakl
has served as a director of IMS Health since
February 2010. He is Managing Partner at Leonard Green & Partners
(“LGP”), which he joined in 1995. Previously, Mr. Danhakl was a Managing
Director of Donaldson, Lufkin & Jenrette Securities Corporation, which
he joined in 1990. From 1985 until 1990, Mr. Danhakl was Vice President
in corporate finance at Drexel Burnham Lambert, Inc. Mr. Danhakl
currently serves on the boards of directors of Advantage Solutions,
Inc., CCC Information Services, Inc., J. Crew Group, Inc., Leslie’s
Poolmart, Inc., Life Time Fitness, Inc., Mister Car Wash Holdings, Inc.,
MultiPlan, Inc., Packers Sanitation Services, Inc. and Savers, Inc. He
previously served on the boards of directors of Air Lease Corporation,
Animal Health, Inc., Arden Group, Inc., AsianMedia Group, LLC, Big 5
Sporting Goods Corporation, Communications & Power Industries, Inc.,
Diamond Triumph Auto Glass, Inc., Hits, Inc., Liberty Group Publishing,
Inc., SunEdison Inc. (formerly known as MEMC Electronic Materials,
Inc.), Petco Animal Supplies, Inc., Phoenix Scientific, Inc., Rite Aid
Corporation, Sagittarius Brands, The Neiman Marcus Group, Tire Rack,
Inc. and VCA Antech, Inc. Mr. Danhakl holds a B.A. in Economics from the
University of California at Berkeley, and an M.B.A. from Harvard
Business School.
James A. Fasano
has served as a director of IMS Health since
January 2015. He is Managing Director responsible for leading CPP
Investment Board’s Funds, Secondaries & Co-investments group and
previously led CPPIB’s Principal Investing group. Prior to joining CPPIB
in 2004, Mr. Fasano worked in the Investment Banking group at Merrill
Lynch & Co., focusing on companies in the media and telecommunications
sectors. Previously, he was a member of the Mergers & Acquisitions group
at RBC Capital Markets and was a Commissioned Officer in the Canadian
Armed Forces. Mr. Fasano serves on the board of directors of NEWAsurion,
and formerly was a director of Cequel Communications, AWAS Aviation
Capital, LHP Hospital Group and Kinetic Concepts. He holds a Bachelor of
Engineering degree from the Royal Military College of Canada and an
M.B.A. from the University of Chicago Graduate School of Business.
Ronald A. Rittenmeyer
has served as a director of IMS Health
since April 2010. He is the past Chairman, President and CEO of Expert
Global Solutions, Inc. from 2011 to June 2014. He is the current
Chairman and CEO of Millenium Health, a leading private health solutions
company. Previously, Mr. Rittenmeyer served as Chairman, CEO and
President of Electronic Data Systems Corporation from 2005 until 2008.
Prior to that, he served as Chief Operating Officer of Electronic Data
Systems Corporation from October 2005 until September 2007 (including
service as Co-Chief Operating Officer until May 2006) and as Executive
Vice President, Global Service Delivery from July 2005 until December
2006. Mr. Rittenmeyer also serves on the boards of directors of American
International Group, Inc. and Tenet Health Care Corporation. He
previously served as a director of EDS and RH Donnelley (presently Dex
One Corporation). Mr. Rittenmeyer holds a B.A. in Commerce and Economics
from Wilkes University and his M.B.A. from Rockhurst University.
Todd B. Sisitsky
has served as a director of IMS Health since
February 2010 and currently serves as lead director. Mr. Sisitsky is a
Partner of TPG, where he serves as Managing Partner of TPG Capital North
America, head of the firm’s global healthcare investing platform, and a
member of the firm’s Executive Committee. Mr. Sisitsky serves on the
boards of directors of Adare Pharmaceuticals, IASIS Healthcare
Corporation, Immucor Inc. and Surgical Care Affiliates, Inc. He
previously served on the boards of directors of Aptalis Holdings, Inc.
(formerly Aptalis Pharma, Inc.), Biomet Inc., HealthScope Ltd., Fenwal
Inc. and Par Pharmaceuticals Companies, Inc. He also serves on the board
of the Campaign for Tobacco Free Kids, a global not-for-profit
organization, and the Dartmouth Medical School Board of Overseers. Prior
to joining TPG in 2003, Mr. Sisitsky worked at Forstmann Little &
Company and Oak Hill Capital Partners. Mr. Sisitsky earned an M.B.A.
from the Stanford Graduate School of Business, where he was an Arjay
Miller Scholar, and earned his undergraduate degree from Dartmouth
College, where he graduated
summa cum laude
.
Senior Management
Quintiles and IMS Health issued a press release announcing the expected
key senior management positions in the Surviving Corporation, which is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Resignation of Kevin K. Gordon
In connection with the merger, Kevin K. Gordon, a principal operating
officer of Quintiles, is expected to resign as Executive Vice President
and Chief Operating Officer of Quintiles effective as of the Effective
Time.
Item 8.01 Other Events.
The information contained in Item 5.02 above is incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits
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Exhibit
No.
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Description of Document
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99.1
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Press release regarding senior management positions dated August 29,
2016
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No Offer or Solicitation
This communication is not intended to and shall not constitute an offer
to sell or the solicitation of an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote of
approval, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act
of 1933, as amended.
Additional Information and Where to Find It
In connection with the proposed transaction, IMS Health and Quintiles
have filed documents with the SEC, including the filing by Quintiles of
a registration statement on Form S-4 that includes a joint proxy
statement that also constitutes a prospectus of Quintiles. The
registration statement, as amended, was declared effective on August 15,
2016 by the SEC. Quintiles filed the definitive joint proxy
statement/prospectus with the SEC on August 16, 2016. On August 19,
2016, each of IMS Health and Quintiles mailed that document to their
respective shareholders and may also file other documents with the SEC
regarding the proposed transaction. This document is not a substitute
for the joint proxy statement/prospectus or registration statement or
any other document which IMS Health or Quintiles may file with the SEC.
Investors
and security holders of IMS Health and Quintiles are urged to read the
registration statement, the joint proxy statement/prospectus and any
other relevant documents, as well as any amendments or supplements to
these documents, carefully and in their entirety when they become
available because they will contain important information
. Investors
and security holders may obtain free copies of the registration
statement and the joint proxy statement/prospectus (when available) and
other documents filed with the SEC by IMS Health and Quintiles through
the web site maintained by the SEC at www.sec.gov or by contacting the
investor relations department of IMS Health or Quintiles at the
following:
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IMS Health
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Quintiles
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Tom Kinsley
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Todd Kasper
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IMS Health Investor Relations
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Quintiles Investor Relations
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+1.203.448.4691
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+1.919.998.2590
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tkinsley@imshealth.com
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InvestorRelations@quintiles.com
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SIGNATURE
Pursuant to
the requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date:
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August 29, 2016
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QUINTILES TRANSNATIONAL HOLDINGS INC.
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By:
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/s/ James H. Erlinger III
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James H. Erlinger III
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Executive Vice President, General Counsel and Secretary
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EXHIBIT INDEX
Exhibit
No.
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Description of Document
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99.1
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Press release regarding senior management positions dated August
29, 2016
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