PAREXEL International Corporation (NASDAQ:PRXL) Files An 8-K Entry into a Material Definitive Agreement

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PAREXEL International Corporation (NASDAQ:PRXL) Files An 8-K Entry into a Material Definitive Agreement

Item1.01. Entry into a Material Definitive Agreement.

Merger Agreement

On June19, 2017, PAREXEL International Corporation, a
Massachusetts corporation (the Company or PAREXEL),
West Street Parent, LLC, a Delaware limited liability company
(Parent), and West Street Merger Sub, Inc., a
Massachusetts corporation and a wholly-owned subsidiary of Parent
(Merger Sub), entered into an Agreement and Plan of Merger
(the Merger Agreement). to the Merger Agreement, Merger
Sub will be merged with and into the Company, with the Company
surviving as a subsidiary of Parent (the Merger).

Subject to the terms and conditions set forth in the Merger
Agreement, at the effective time of the Merger, each share of
common stock, par value $0.01 per share, of the Company (the
Company Shares) issued and outstanding immediately prior
to the effective time of the Merger (other than (i)Company Shares
owned directly by the Company as treasury stock or owned by
Parent or Merger Sub (or any of their respective affiliates) and
(ii)Company Shares that are held by holders who have not voted
such shares in favor of the Merger Agreement and who are entitled
to appraisal rights and have properly exercised such rights in
accordance with Massachusetts law) will be automatically
cancelled and converted into the right to receive $88.10 in cash,
without interest (the Merger Consideration).

Consummation of the Merger is subject to customary conditions,
including conditions relating (i)to the adoption of the Merger
Agreement by the holders of a majority of the outstanding Company
Shares entitled to vote on the Merger at a duly convened meeting
(the Shareholder Approval) and (ii)to the expiration of
the applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, as well as
receipt of regulatory approvals in certain foreign jurisdictions.
The obligation of each party to consummate the Merger is also
conditioned upon, among other things, the other partys
representations and warranties being true and correct (subject to
certain materiality exceptions), the other party having performed
in all material respects its obligations under the Merger
Agreement and, in the case of Parent, the absence of a Company
Material Adverse Effect (as defined in the Merger Agreement).

The Merger Agreement contains customary representations and
warranties of the Company, Parent and Merger Sub. Additionally,
the Merger Agreement contains customary pre-closing covenants,
including covenants requiring (i)each party to use reasonable
best efforts to cause the consummation of the transactions
contemplated by the Merger Agreement, (ii)the Company to conduct
its business in the ordinary course consistent with past practice
and (iii)the Company to refrain from taking certain actions prior
to the consummation of the Merger without Parents consent. In
addition, the Merger Agreement requires that the Company refrain
from soliciting, initiating, knowingly facilitating or knowingly
encouraging proposals relating to alternative transactions or,
subject to certain exceptions, knowingly engaging in, continuing
or otherwise participating in any discussions or negotiations
concerning or providing information in connection with
alternative transactions and, subject to certain exceptions, that
the Company recommend that the Companys shareholders adopt the
Merger Agreement.

Prior to obtaining the Shareholder Approval, the Companys board
of directors may, among other things, (i)withdraw, amend or
modify its recommendation that the Companys shareholders adopt
the Merger Agreement or (ii)approve, endorse or enter into any
Superior Proposal (as defined in the Merger Agreement), or
terminate the Merger Agreement to enter into an agreement
regarding a Superior Proposal (as defined in the Merger
Agreement) substantially concurrently with such termination,
subject to complying with notice and other requirements,
including giving Parent the opportunity to propose revisions to
the terms of the transactions contemplated by the Merger
Agreement and the payment of the Company Termination Fee (as
defined below) substantially concurrently with such termination.

The Merger Agreement contains certain termination rights for the
Company and Parent, including the right of the Company to
terminate the Merger Agreement to accept a Superior Proposal,
subject to specified limitations, and provides that, upon
termination of the Merger Agreement by the Company or Parent upon
specified conditions, the Company will be required to pay Parent
a termination fee of $138 million under specified conditions
where the Company terminates the Merger Agreement in connection
with its entry into a Superior Proposal.

The Merger Agreement also provides that Parent will be required
to pay the Company a reverse termination fee of $276 million (the
Parent Termination Fee) upon the termination of the Merger
Agreement by the Company under specified conditions. Pamplona
Investment Partners I, L.P. has entered into a limited guarantee
with the Company to guarantee Parents obligation to pay the
Company the Parent Termination Fee and make certain other
specified payments to the Company, subject to the terms and
conditions set forth in the limited guarantee.

In addition to the foregoing termination rights, and subject to
certain limitations, either party may terminate the Merger
Agreement if the Merger is not consummated by March19, 2018.

Parent has obtained equity and debt financing commitments to fund
(together with cash on hand of Parent) the Merger Consideration
to a commitment letter entered into on June19, 2017, between
Parent and Pamplona Investment Partners I, L.P. and a debt
commitment letter between Parent and each of Bank of America,
N.A., Merrill Lynch, Pierce, Fenner Smith Incorporated and
JPMorgan Chase Bank, N.A. The Merger Agreement requires Parent to
use its reasonable best efforts to obtain the financing on the
terms and conditions described in those commitments. However, the
Merger Agreement does not contain a financing condition.

The foregoing summary description of the Merger Agreement and the
transactions contemplated thereby is subject to and qualified in
its entirety by reference to the Merger Agreement, a copy of
which is attached hereto as Exhibit 2.1 to this Current Report on
Form 8-K and the terms of which are incorporated herein by
reference.

The Merger Agreement has been attached as an exhibit to this
Current Report on Form 8-K in order to provide investors and
security holders with information regarding its terms. It is not
intended to provide any other financial information about the
parties thereto or their respective subsidiaries and affiliates.
The representations, warranties and covenants contained in the
Merger Agreement were made only for purposes of that agreement
and as of specific dates; were solely for the benefit of the
parties thereto; may be subject to limitations agreed upon by
such parties, including being qualified by confidential
disclosures made for the purposes of allocating contractual risk
between the parties thereto instead of establishing these matters
as facts; and may be subject to standards of materiality
applicable to the contracting parties that differ from those
applicable to investors and security holders. Investors and
security holders should not rely on the representations,
warranties and covenants or any description thereof as
characterizations of the actual state of facts or condition of
the parties to the Merger Agreement or any of their respective
subsidiaries or affiliates. Moreover, information concerning the
subject matter of the representations, warranties and covenants
may change after the date of the Merger Agreement, which
subsequent information may or may not be fully reflected in
public disclosures by the parties thereto.

Indemnification Agreements

On June19, 2017, the Company entered into indemnification
agreements with each of its directors and executive officers (the
Indemnification Agreements).The Indemnification Agreements
require, among other matters, that the Company indemnify its
directors and executive officers to the fullest extent permitted
by law and advance to the directors and executive officers
certain expenses, subject to reimbursement if it is subsequently
determined that indemnification is not permitted.The
indemnification and advancement of expenses provided by these
Indemnification Agreements are not deemed exclusive of any other
rights that the directors or executive officers may have under
the Companys certificate of incorporation, by-laws or applicable
law.The foregoing summary is qualified in its entirety by
reference to the form of the Indemnification Agreements, a copy
of which is filed as Exhibit10.1 hereto and is hereby
incorporated into this Current Report on Form8-K by reference.

Item5.03. Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.

On June19, 2017, the Board determined that it was in the best
interests of the Company and its Shareholders to adopt, and did
adopt, a by-law amendment (the By-law Amendment),
effective immediately, entitled Forum for Adjudication of
Disputes. to Massachusetts General Laws Chapter 156D,
Section10.20, the By-law Amendment designates Business Litigation
Session of the Superior Court of Suffolk County, Massachusetts
(or, if and only if the Business Litigation Session of the
Superior Court of Suffolk County, Massachusetts lacks
jurisdiction, another Massachusetts state court located in
Suffolk Country, or, if and only if all such state courts lack
jurisdiction, the federal district court for the District of
Massachusetts, Eastern Division, or, if and only if the federal
district court for the District of Massachusetts, Eastern
Division, or, if and only if the federal district court for the
District of Massachusetts, Eastern Division is an inappropriate
division, then another division of the federal district court for
the District of Massachusetts) as the sole and exclusive forum,
unless the Company consents in writing to the selection of an
alternative forum, for (i)any derivative action or proceeding
brought on behalf of the Company, (ii)any action asserting a
claim of, or a claim based on, breach of a fiduciary duty owed by
any current or former director, officer, employee or stockholder
(including a beneficial owner of stock) of the Company, (iii)any
action asserting a claim against the Company or any current or
former director, officer, employee or stockholder (including a
beneficial owner of stock) of the corporation arising to any
provision of the Massachusetts Business Corporation Act or the
corporations Articles of Organization or Bylaws (as either may be
amended from time to time) or (iv)any action asserting a claim
against the Company or any current or former director, officer,
employee or stockholder (including a beneficial owner of stock)
of the Company governed by the internal affairs doctrine. A copy
of the By-law Amendment is attached as Exhibit 3.1 to this
Current Report on Form 8-K and is incorporated herein by
reference.

Item8.01. Other Events.

On June20, 2017, the Company and Parent issued a joint press
release announcing they had entered into the Merger Agreement. A
copy of such joint press release is attached hereto as Exhibit
99.1, and is incorporated by reference herein.

Cautionary Statement Regarding Forward Looking
Statements

This communication contains forward-looking statements within the
meaning of Section21E of the Securities Exchange Act of 1934, as
amended, and the Private Securities Litigation Reform Act of
1995, known as the PSLRA. These statements, as they relate to
West Street Parent, LLC (West Street Parent) or PAREXEL
International Corporation (Parexel), the management of
either such company or the proposed transaction between West
Street Parent and Parexel, involve risks and uncertainties that
may cause results to differ materially from those set forth in
the statements. These statements are based on current plans,
estimates and projections, and therefore, you are cautioned not
to place undue reliance on them. No forward-looking statement can
be guaranteed, and actual results may differ materially from
those projected. West Street Parent and Parexel undertake no
obligation to publicly update any forward-looking

statement, whether as a result of new information, future events
or otherwise, except to the extent required by law.
Forward-looking statements are not historical facts, but rather
are based on current expectations, estimates, assumptions and
projections about the business and future financial results of
the pharmaceutical industry, and other legal, regulatory and
economic developments. We use words such as anticipates,
believes, plans, expects, projects, future, intends, may, will,
should, could, estimates, predicts, potential, continue,
guidance, and similar expressions are intended to identify
forward-looking statements, although not all forward-looking
statements contain these identifying words. Actual results could
differ materially from the results contemplated by these
forward-looking statements due to a number of factors, including,
but not limited to, those described in the documents Parexel has
filed with the U.S. Securities and Exchange Commission (the
SEC) as well as the possibility that (1)West Street Parent
and Parexel may be unable to obtain stockholder or regulatory
approvals required for the proposed transaction or may be
required to accept conditions that could reduce the anticipated
benefits of the merger as a condition to obtaining regulatory
approvals; (2)the length of time necessary to consummate the
proposed transaction may be longer than anticipated; (3)the
transaction may divert managements attention from Parexels
ongoing business operations; (4)the proposed transaction may
involve unexpected costs; (5)the business may suffer as a result
of uncertainty surrounding the proposed transaction, including
difficulties in maintaining relationships with customers or
retaining key employees; (6)the parties may be unable to meet
expectations regarding the timing, completion and accounting and
tax treatments of the transaction; or (7)the industry may be
subject to future risks that are described in the Risk Factors
section of the Annual Reports on Form 10-K, Quarterly Reports on
Form 10-Q and other documents filed from time to time with the
SEC by Parexel. Neither West Street Parent nor Parexel gives any
assurance that either West Street Parent or Parexel will achieve
its expectations.

The foregoing list of factors is not exhaustive. You should
carefully consider the foregoing factors and the other risks and
uncertainties that affect the businesses of Parexel described in
the Risk Factors section of its Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q and other documents filed
by Parexel from time to time with the SEC. All forward-looking
statements included in this document are based upon information
available to West Street Parent and Parexel on the date hereof,
and neither West Street Parent nor Parexel assumes any obligation
to update or revise any such forward-looking statements.

Additional
Information and Where to Find It

This communication
does not constitute an offer to sell or the solicitation of an
offer to buy any securities or a solicitation of any vote or
approval. This document relates to a proposed transaction between
Parexel and West Street Parent, which will become the subject of
a proxy statement to be filed with the SEC by Parexel, and may be
deemed to be solicitation material in respect of the proposed
transaction. This document is not a substitute for the proxy
statement that Parexel will file with the SEC or any other
documents that Parexel may file with the SEC or send to
shareholders in connection with the proposed transaction. Before
making any voting decision, investors and security holders are
urged to read the proxy statement and all other relevant
documents filed or that will be filed with the SEC in connection
with the proposed transaction as they become available because
they will contain important information about the proposed
transaction and related matters.

Investors and
security holders will be able to obtain free copies of proxy
statement and all other relevant documents filed or that will be
filed with the SEC by Parexel through the website maintained by
the SEC at www.sec.gov.

In addition,
investors and security holders will be able to obtain free copies
of the proxy statement, once it is filed, from Parexel by
accessing Parexels website at www.parexel.com or upon written
request to PAREXEL International Corp., Office of the Secretary,
195 West Street, Waltham, Massachusetts 02451.

Participants in
Solicitation

West Street
Parent, Parexel and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from Parexels shareholders in connection with the
proposed transaction. Information regarding Parexels directors
and executive officers is contained in the proxy statement for
Parexels 2016 Annual Meeting of Shareholders, which was filed
with the SEC on October26, 2016. You can obtain a free copy of
this document at the SECs website at www.sec.gov or by accessing
Parexels website at www.parexel.com. Additional information
regarding the interests of those persons and other persons who
may be deemed participants in the proposed transaction may be
obtained by reading the proxy statement regarding the proposed
transaction when it becomes available. You may obtain free copies
of this document as described in the preceding paragraph.

Item9.01.
Financial Statements and
Exhibits.

(d)
Exhibits


2.1

Agreement and Plan of Merger, dated as of June19, 2017, among
PAREXEL International Corporation, West Street Parent, LLC
and West Street Merger Sub, Inc.


3.1

Amendment to Second Amended and Restated By-laws of PAREXEL
International Corporation.


10.1

Form of Director Indemnification Agreement.


99.1

Press Release, dated June 20, 2017, issued by West Street
Parent, LLC and PAREXEL International Corporation.



PAREXEL INTERNATIONAL CORP Exhibit
EX-2.1 2 d417376dex21.htm EX-2.1 EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among PAREXEL INTERNATIONAL CORPORATION,…
To view the full exhibit click here
About PAREXEL International Corporation (NASDAQ:PRXL)

PAREXEL International Corporation (PAREXEL) is a biopharmaceutical outsourcing services company. The Company provides a range of expertise in clinical research, clinical logistics, medical communications, consulting, commercialization, and technology products and services to pharmaceutical, biotechnology and medical device industries. Its segments include Clinical Research Services (CRS), PAREXEL Consulting Services (PC) and PAREXEL Informatics (PI). The CRS segment includes various phases of clinical research from first-in-man trials, where a medicinal entity is tested on human subjects for the first time, through post-marketing studies, following approval by the presiding regulatory body. The PC segment provides technical expertise and advice in areas, such as strategy, drug development, regulatory affairs, strategic compliance and targeted communications services in support of product launch. The Company’s PI segment provides information technology solutions.

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