Quintiles Transnational Corp and Pharma Services Holding Inc have signed a merger agreement for Quintiles' public shareholders to receive $14.50 per share in cash. Pharma Services was founded by Dennis B. Gillings, Chairman of the Board and founder of Quintiles, and One Equity Partners, LLC, the private equity arm of Bank One Corporation. Dr. Gillings and certain of his affiliates will retain their equity interest in Quintiles. In addition, in order to finance the transaction, Pharma Services has received an equity commitment of $415.7 million from One Equity Partners, LLC and debt commitments totaling $875 million from Citicorp North America Inc and Citigroup Global Markets Inc. Pharma Services also intends to use existing Quintiles cash of approximately $586 million to fund the transaction. Citigroup is also the exclusive financial advisor to Pharma Services. The transaction, which is anticipated to be completed later this year, is subject to Pharma Services' completion of its committed financing and customary conditions, including regulatory and Quintiles' shareholder approvals.
The Quintiles Board of Directors, excluding Dr. Gillings and Chester Douglass, both of whom recused themselves, unanimously approved the transaction following the unanimous recommendation of the Special Committee of outside directors of Quintiles that was formed in response to Pharma Services' original proposal announced on October 14, 2002. As part of its process, the Special Committee investigated strategic alternatives available to Quintiles for the purpose of enhancing shareholder value, including the possibility of a sale of the company and alternatives that would keep Quintiles independent and publicly owned. The Special Committee solicited and received bids from a number of third parties. The Special Committee then solicited and received improved bids from multiple bidders, including Pharma Services, before concluding that the Pharma Services proposal was in the best interest of Quintiles and its shareholders.
The transaction price of $14.50 per share represents an increase of approximately 29% and $3.25 over Pharma Services' original proposal of $11.25 per share and a premium of approximately 75% over the $8.31 per share price of the stock on October 11, 2002, the last trading day prior to Pharma Services' original proposal. Morgan Stanley acted as financial advisor and provided its fairness opinion to the Special Committee.
"I'm pleased by the Board's unanimous decision to accept Pharma Services' offer," Dr. Gillings said. "I have personal confidence in the future of Quintiles. While this transaction is not yet complete, and requires shareholder approval, the Board's decision is a significant step.
"I want to congratulate Quintiles' employees for remaining customer focused in the six months since the original proposal was made. I look forward to talking more with our employees, our customers and our shareholders in the coming days and weeks about how this transaction will benefit them."
Quintiles anticipates filing proxy materials promptly with the Securities and Exchange Commission for a special meeting of shareholders to vote on the proposed merger of Pharma Services Acquisition Corp., a wholly owned subsidiary of Pharma Services, into Quintiles, in which Quintiles will be the surviving company. It is anticipated that the special meeting will be held in the third quarter of 2003, with the exact timing dependent on the completion of necessary filings. If the merger is approved, any shares not owned by subsidiaries of Quintiles or Pharma Services or its affiliates, including Dr. Gillings, will be converted into the right to receive $14.50 per share in cash.
Quintiles and its directors, executive officers, certain members of management and employees, may be deemed to be participants in the solicitation of proxies in connection with the proposed merger. Information regarding the identity of the persons who may, under SEC rules, be deemed participants in the solicitation of shareholders of Quintiles in connection with the proposed transaction, and their interests in the solicitation, will be set forth in a proxy statement that will be filed by Quintiles with the SEC. Shareholders of Quintiles can obtain this information by reading the proxy statement when it becomes available.