Shareholders to Acquire $43.00 Per Share in Cash
Represents 24% Top quality to Unaffected Stock Value
MORRISVILLE, N.C., May well 10, 2023 (World NEWSWIRE) — Syneos Wellbeing, Inc. (Nasdaq: SYNH) (“Syneos Health” or the “Company”), a top totally integrated biopharmaceutical solutions corporation, today announced that it has entered into a definitive settlement to be obtained by a consortium of personal financial investment business affiliates composed of Elliott Expense Management (“Elliott”), Client Square Funds (“Patient Square”), and Veritas Cash (“Veritas”) for $43.00 per share in dollars in a transaction valued at about $7.1 billion, which include excellent financial debt.
The obtain selling price represents a 24% premium to Syneos Health’s unaffected closing stock cost on February 13, 2023, the previous trading working day prior to media speculation about the Firm.
“This settlement is the end result of a thorough evaluation of possibilities accessible to Syneos Wellbeing, such as fascination from various events with the help of unbiased economic and legal advisors. The Syneos Overall health Board of Administrators unanimously decided that this all-income transaction maximizes price for our shareholders and is in the finest pursuits of the Corporation and all stakeholders,” said John Dineen, Chair of the Syneos Overall health Board of Directors. “The Business has a powerful functioning foundation, differentiated, integrated methods and a emphasis on remaining dedicated to consumers. We think this transaction will enable Syneos Health and fitness to continue to accelerate its development system, increase client shipping and delivery and evolve the corporation towards a tech-enabled long term.”
“We have very long appreciated Syneos Health’s leadership place in serving significant pharma and biotech clients globally, across equally medical improvement and commercialization,” explained Senior Portfolio Manager, Marc Steinberg, on behalf of Elliott. “Syneos Wellness is at an crucial stage in its evolution. We search forward to partnering with Individual Square and Veritas, as properly as the talented group at Syneos Health, to additional strengthen the Company’s core capabilities and help drive its upcoming phase of growth.”
“Based on first-hand encounter in the business, we are enormous believers in the benefit that contract exploration and business organizations offer to their customers by accelerating and maximizing the likelihood of clinical achievement and optimizing a product’s opportunity to impact people,” reported Jim Momtazee, Controlling Companion of Affected individual Sq.. “We have followed the journey of Syneos Health for a long time and believe that the Business and its globe-course workforce give a powerful basis to construct upon, normally furnishing unparalleled services to customers.”
“Syneos Wellbeing provides mission-critical scientific exploration and commercialization companies to leaders in the biopharmaceutical house,” stated Ramzi Musallam, CEO and Running Companion of Veritas. “Consistent with our effective record of transforming corporations in the healthcare ecosystem, and in partnership with the Syneos Wellbeing staff and the consortium, Veritas appears to be ahead to driving expense in the Firm to underscore Syneos Health’s posture as a market place chief and to improve its means to supply health care improvements to sufferers across the globe.”
Approvals and Timing
Completion of the transaction is predicted in the next 50 percent of 2023, issue to the approval of Syneos Overall health shareholders and the fulfillment of other customary closing circumstances, which include regulatory approvals.
The Syneos Well being Board of Administrators unanimously approved the merger settlement and intends to advocate that Syneos Health and fitness shareholders vote in favor of it at a Distinctive Conference of Stockholders, to be scheduled as soon as practicable.
The transaction is not subject matter to a financing affliction. Goldman Sachs Lender United states of america, UBS Expense Lender, RBC Funds Marketplaces, BMO Cash Markets, HSBC Securities (United states) Inc., Wells Fargo Lender, NA, Citigroup, Jefferies LLC, Macquarie Money, Natixis, and Truist Securities have delivered fully commited financing for the transaction.
On completion of the transaction, Syneos Well being will develop into a personal organization and shares of Syneos Overall health Course A frequent stock will no lengthier trade on the Nasdaq. The Corporation expects to sustain its headquarters in Morrisville, North Carolina.
First Quarter 2023 Success / Cancellation of Earnings Call
In a individual push launch to be issued right now, Syneos Health and fitness will announce economical benefits for the 3 months finished March 31, 2023. Looking at today’s announcement and the pending transaction, Syneos Health will no longer be internet hosting its formerly scheduled convention simply call to explore initially quarter 2023 fiscal benefits.
Advisors
Centerview Companions and BofA Securities are serving as economic advisors to Syneos Health and fitness, Ernst & Youthful LLP delivered extra strategic tips, and Latham & Watkins LLP is serving as legal counsel.
Gibson Dunn & Crutcher LLP is serving as authorized counsel to Elliott Kirkland & Ellis LLP is serving as authorized counsel to Affected individual Sq. and Millbank LLP and Covington & Burling LLP are serving as legal counsel to Veritas.
About Syneos Health
Syneos Wellness is a primary entirely built-in biopharmaceutical solutions business constructed to accelerate customer achievement. We translate special scientific, professional medical affairs and industrial insights into results to handle fashionable market place realities.
We provide together a proficient crew of pros, who perform across much more than 110 countries, with a deep comprehending of patient and medical doctor behaviors and marketplace dynamics.
Jointly we share insights, use the most up-to-date technologies and apply sophisticated small business tactics to speed our customers’ shipping and delivery of essential therapies to individuals.
Syneos Health supports a numerous, equitable and inclusive tradition that cares for colleagues, consumers, sufferers, communities and the environment.
To master a lot more about how we are Shortening the distance from lab to everyday living®, visit syneoshealth.com or subscribe to our podcast.
About Elliott Expense Management
Elliott Investment Management L.P. manages approximately $55.2 billion of property as of December 31, 2022. Launched in 1977, it is a person of the oldest investment managers of its type less than steady administration. The Elliott funds’ investors include things like pension programs, sovereign prosperity cash, endowments, foundations, resources-of-funds, superior web well worth persons and people, and personnel of the agency.
About Individual Sq. Cash
Patient Sq. Money (www.patientsquarecapital.com) is a devoted overall health care expense company that partners with best-in-course administration teams whose items, services and systems strengthen overall health. Client Sq. makes use of deep field skills, a wide community of relationships and a partnership technique to make investments in corporations improve and prosper. Individual Sq. invests in corporations that try to improve patient lives, bolster communities, and generate a healthier earth.
About Veritas Money
Veritas is a longstanding technological know-how investor with about $40 billion of assets underneath management and a concentration on providers operating at the intersection of technologies and authorities. The organization invests in corporations that deliver vital products and solutions, software package, and expert services, primarily technology and technological innovation-enabled options, to federal government and commercial prospects throughout the world. Veritas seeks to produce value by strategically transforming the businesses in which it invests by way of organic and natural and inorganic signifies. Leveraging technologies to make a beneficial affect across vitally vital regions, this kind of as healthcare, instruction, and national protection, is main to the organization. Veritas is a happy steward of countrywide assets, bettering the excellent of health care although decreasing price tag, advancing our instructional procedure, and protecting our nation and allies. For additional data, visit www.veritascapital.com.
Extra Info and Where by to Find It
This conversation and the info contained herein shall not represent an provide to purchase or provide or the solicitation of an supply to buy or provide any securities or a solicitation of any proxy, vote or approval. The proposed transaction will be submitted to the stockholders of Syneos Health for their thing to consider and acceptance. In link with the proposed transaction, Syneos Wellbeing intends to file a preliminary proxy statement with the Securities and Exchange Fee (“SEC”). After the SEC completes its evaluation of the preliminary proxy assertion, a definitive proxy statement and a variety of proxy will be filed with the SEC and mailed or in any other case furnished to the stockholders of Syneos Wellbeing. Just before generating any voting final decision, Syneos Well being stockholders are urged to browse the proxy assertion in its entirety, when it results in being out there, and any other files to be filed with the SEC in connection with the proposed transaction or incorporated by reference in the proxy statement (which includes any amendments or dietary supplements to these paperwork), if any, for the reason that they will comprise significant facts about the proposed transaction and the events to the proposed transaction. This interaction is not a substitute for the proxy statement or any other document that may possibly be submitted by Syneos Health with the SEC.
Syneos Overall health investors and stockholders may possibly obtain a no cost duplicate of the proxy statement and paperwork filed by Syneos Overall health with the SEC at the SEC’s internet site at www.sec.gov. In addition, Syneos Wellbeing investors and stockholders could get a free duplicate of Syneos Health’s filings with the SEC from Syneos Health’s website at investor.syneoshealth.com or by directing a ask for by mail to 1030 Sync Street, Morrisville, NC 27560 or phone to (919) 876-9300.
Contributors in the Solicitation
Syneos Health and its administrators and government officers and other members of administration and workers may perhaps, under the policies of the SEC, be considered to be contributors in the solicitation of proxies from the stockholders of Syneos Health and fitness in regard of the proposed transactions contemplated by the proxy statement. Data with regards to Syneos Health’s administrators and govt officers is contained in Syneos Health’s Annual Report on Form 10-K/A for the yr finished December 31, 2022, filed with the SEC on May well 1, 2023 (the “Form 10-K/A”), and in the proxy statement for Syneos Health’s 2022 annual meeting of stockholders on Agenda 14A, filed with the SEC on April 12, 2022. Extra facts concerning the individuals who are, below the procedures of the SEC, members in the solicitation of the stockholders of Syneos Health in link with the proposed transactions, such as a description of their immediate or indirect interests, by protection holdings or or else, will be set forth in the proxy assertion when it is filed with the SEC, free copies of which may be attained as explained in the preceding paragraph. To the extent holdings of Syneos Health’s securities by Syneos Health’s directors and executive officers alter from the quantities set forth in the Syneos Kind 10-K/A or in the proxy assertion, such adjustments have been or will be mirrored on Statements of Modify in Possession on Type 4 filed with the SEC.
Ahead-Seeking Statements
Any assumptions, views or viewpoints (which includes statements, projections, forecasts or other forward-searching statements) contained in this conversation represent the assumptions, sights or views of Syneos Well being, unless usually indicated, as of the date indicated and are issue to transform without the need of see. All info not separately sourced is from inner business knowledge and estimates. Any information relating to past efficiency contained herein is no sign as to future functionality. The info in this communication is not intended to predict real success, and no assurances are specified with regard thereto.
The information contained in this communication has not been independently verified, and no representation or guarantee, categorical or implied, is made as to the fairness, accuracy, completeness or correctness of the information and facts contained herein and no reliance should be put on it. None of Syneos Health or any of its affiliates, advisers, affiliated folks or any other individual acknowledge any liability for any reduction howsoever arising (in carelessness or otherwise), straight or indirectly, from this conversation or its contents or or else arising in relationship with this communication. This shall not, nonetheless, prohibit or exclude or limit any duty or legal responsibility to a person below any relevant law or regulation of any jurisdiction which may not lawfully be disclaimed (such as in relation to fraudulent misrepresentation).
Specific statements contained in this interaction may well represent forward-searching statements inside of the indicating of Segment 27A of the Securities Act of 1933 and Section 21E of the Securities Trade Act of 1934. All statements, other than statements of historic simple fact, are statements that could be considered forward-on the lookout statements, together with statements that contains the words “predicts,” “plans,” “expects,” “anticipates,” “believes,” “goal,” “target,” “estimate,” “potential,” “may,” “might,” “could,” “see,” “seek,” “forecast,” and comparable terms. All statements, other than historical facts, together with statements pertaining to any anticipated outcomes of the announcement, pendency or completion of the proposed transaction on the price of the Company’s Course A widespread stock the envisioned timing of the closing of the proposed transaction the ability of the get-togethers to get any needed regulatory approvals in connection with the proposed transaction and the skill of the parties to full the proposed transaction thinking about the numerous closing situations the envisioned advantages of the proposed transaction bills connected to the proposed transaction and any likely upcoming expenses Syneos Health’s foreseeable future expansion and economic benefits, company method, price presented to shoppers and patients, and competitive placement and any assumptions underlying any of the foregoing, are forward-wanting statements. The Ahead-wanting statements are primarily based on Syneos Health’s existing strategies and expectations and entail dangers and uncertainties which are, in quite a few cases, further than its command, and which could result in real results to vary materially from those people incorporated in or contemplated or implied by the ahead-wanting statements. These dangers and uncertainties involve, among other people: (i) the event of any party, modify or other circumstance that could give increase to the termination of the merger agreement, including the failure to close the proposed transaction by November 10, 2023 (ii) the failure to get hold of approval of the proposed transaction by Syneos Wellness stockholders (iii) the failure to obtain particular required regulatory approvals to the completion of the proposed transaction or the failure to satisfy any of the other circumstances to the completion of the proposed transaction (iv) any complications of Star Mum or dad, Inc., an affiliated entity of Elliott Expense Administration, Client Sq. Cash and Veritas Cash, in funding the transaction as a result of uncertainty or adverse developments in the financial debt or fairness money marketplaces or usually (v) the impact of the announcement of the proposed transaction on the capability of Syneos Well being to retain and employ the service of essential personnel and maintain relationships with its important organization companions and clients, and many others with whom it does organization, or on its functioning outcomes and corporations usually (vi) the reaction of opponents to the proposed transaction (vii) dangers related with the disruption of management’s consideration from ongoing enterprise functions due to the proposed transaction (viii) the skill to satisfy anticipations with regards to the timing and completion of the proposed transaction (ix) substantial expenditures involved with the proposed transaction (x) opportunity litigation relating to the proposed transaction (xi) constraints during the pendency of the proposed transaction that may well effects Syneos Health’s capacity to go after specified organization alternatives and (xii) the risk things set forth in Syneos Health’s Yearly Report on Sort 10-K for the fiscal calendar year finished December 31, 2022 as updated by Syneos Health’s other SEC filings, like its Quarterly Report on Sort 10-Q for the quarterly interval ended March 31, 2023, when readily available, copies of which are available free of charge of demand on Syneos Health’s site at trader.syneoshealth.com. Syneos Health assumes no obligation and does not intend to update these ahead-looking statements, apart from as needed by legislation.
