UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the
Registrant ☒ Filed by a Party other than the
Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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PAREXEL
International Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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The Company delivered the following memorandum to certain of its clients:
Dear Valued Client,
As a valued PAREXEL client, I wanted to
share some important news with you.
This morning we announced that PAREXEL will be acquired by Pamplona Capital Management, LLP. Upon completion of the
transaction, PAREXEL will become a privately held company.
We are thrilled to partner with Pamplona as we pursue the next stage of PAREXELs growth
and success. Pamplona is a premier private equity firm with over $10 billion in assets under management. It takes a long-term view and has a strong track record of investing in market-leading companies that have exceptional management teams and
employees, including those in the pharma and healthcare industries. Pamplona invested in PAREXEL because they share our confidence in the future and the value we believe we can create together for all of our stakeholders, including our clients
around the world.
Following the close of the transaction, PAREXEL will continue to operate independently. The Company will continue to be led by our
current management team and will operate much as it does today, guided by the vision, mission and values that have made us a trusted partner for our clients for over 30 years. Thus, while our ownership structure is changing, PAREXELs business
strategy and commitment to our clients remain the same. You can expect the same quality service, support and innovation that you have come to rely on from PAREXEL. Whats more, with the resources that Pamplona provides and the flexibility we
will have as a private company, we believe PAREXEL will be even better positioned to help you simplify your journey between science and new treatments.
Todays announcement is just the first step. We expect the transaction 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.
Please know that we are operating as usual at PAREXEL. Your
contacts remain the same, all contracts and clinical programs will continue in the normal course, and there will be no changes in how we work with you.
The relationships we build with our clients have been and will remain at the core of our business. We believe we have much to gain from our partnership with
Pamplona and look forward to continuing our relationship with you as PAREXEL enters this new chapter.
As always, if you have any questions, please feel
free to reach out to or your regular PAREXEL representative.
Sincerely,
Josef von Rickenbach
Chairman and Chief Executive Officer
The Company delivered the following memorandum to certain of its business partners:
Dear Valued Business Partner,
I am pleased to share some
exciting news. Today we announced that PAREXEL will be acquired by Pamplona Capital Management, LLP. Upon completion of the transaction, PAREXEL will become a privately held company.
We are thrilled to partner with Pamplona as we pursue the next stage of PAREXELs growth and success. Pamplona is a premier private equity firm with over
$10 billion in assets under management. It takes a long-term view and has a strong track record of investing in market-leading companies that have exceptional management teams and employees, including those in the pharma and healthcare industries.
Pamplona invested in PAREXEL because they share our confidence in the future and the value we believe we can create together for all of our stakeholders.
Following the close of the transaction, PAREXEL will continue to operate independently. The Company will continue to be led by our current management team and
will operate much as it does today, guided by the vision, mission and values that have made us a trusted partner for our clients for over 30 years. Thus, while our ownership structure is changing, PAREXELs business strategy and commitment to
our clients and business partners remains the same.
Todays announcement is just the first step. We expect the transaction 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.
Please know that we
are operating as usual at PAREXEL. This means that all existing contracts will continue to be honored, your company contact will remain the same and there will be no changes in how we work with you. We value our partnership with you and look forward
to continuing our relationship as PAREXEL enters this new chapter.
As always, please feel free to reach out to your regular PAREXEL representative with
any questions you may have.
Sincerely,
Josef von
Rickenbach
Chairman and Chief Executive Officer
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 SECs website at
www.sec.gov
.
In addition, investors may obtain a free copy of PAREXELs filings from PAREXELs 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 PAREXELs 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.
Cautionary Statement Regarding Forward-Looking Statements
This communication 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 PAREXELs growth and enhance its delivery of world-class solutions to its customers; PAREXELs position to capitalize on an increased trend for outsourcing
of pharmaceutical products and services; the expected impact of this transaction on PAREXELs 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.
PAREXELs 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 PAREXELs 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 PAREXELs 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 PAREXELs
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 PAREXELs business, operating results, and relationships with customers, suppliers, competitors and
others, (v) risks that the proposed merger may disrupt PAREXELs current plans and business operations, (vi) potential difficulties retaining employees as a result of the proposed merger, (vii) risks related to the diverting of
managements attention from PAREXELs 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,
PAREXELs 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; PAREXELs ability to provide quality and timely services and to compete with other companies providing similar services; PAREXELs ability to comply with strict government
regulations of the drug, medical device and biotechnology industry; PAREXELs 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 PAREXELs relationships with its largest customers; PAREXELs ability to service its indebtedness; PAREXELs 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 Companys recognition of revenue included in backlog; the Companys dependence on
certain industries and clients; the risk of patent infringement and other litigation; as well as those risks discussed in PAREXELs 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 PAREXELs 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 communication.
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