Pros at Going Private

Overview 

Goodwin represented PAREXEL International Corporation (NASDAQ: PRXL) in the completion of its agreement to be acquired by Pamplona Capital Management, LLP for $88.10 per share in cash in a transaction valued at approximately $5.0 billion.

Challenge

Headquartered near Boston, Massachusetts, PAREXEL has offices in 86 locations in 51 countries around the world, and has approximately 19,600 employees, Goodwin client PAREXEL provides a broad range of expertise-based clinical research, consulting, medical communications, and technology solutions and services to the worldwide pharmaceutical, biotechnology and medical device industries. When approached about a strategic go-private transaction, PAREXEL sought counsel from Goodwin’s experienced M+A practice to make it happen.

Approach

Led by Stuart Cable, chair of the M+A and Corporate Finance practices for the firm’s Technology and Life Sciences business units, Goodwin’s cross-office, cross-disciplinary team advised PAREXEL’s Board of Directors in navigating fiduciary matters in the board room, at the same time executing a dynamic strategic process. The negotiations also required the parallel processing of two strategic and one financial buyer until the very last day with active bidding and counter bidding continuing until the very end. Goodwin counseled the Board of Directors throughout this process which included 22 Board Meetings with all Directors present at all meetings.

Outcome

The all-cash, $5 billion transaction was approved by stockholders, with more than 98% of votes cast in favor. “The market for biopharmaceutical services is evolving. We believe the more flexible corporate structure afforded by this transaction will better position us to advance PAREXEL’s strategy in light of these realities and to shape the Company to best capitalize on our exciting market opportunities,” said Josef von Rickenbach, Chairman and Chief Executive Officer of PAREXEL.