Syneos Health, Inc. (Nasdaq: SYNH) (“Syneos Health” or the
“Company”), a leading fully integrated biopharmaceutical solutions
organization, today announced that it has entered into a definitive
agreement to be acquired by a consortium of private investment firm
affiliates composed of Elliott Investment Management (“Elliott”),
Patient Square Capital (“Patient Square”), and Veritas Capital
(“Veritas”) for $43.00 per share in cash in a transaction valued at
approximately $7.1 billion, including outstanding debt.
The purchase price represents a 24% premium to Syneos Health’s
unaffected closing stock price on February 13, 2023, the last
trading day prior to media speculation regarding the Company.
“This agreement is the culmination of a comprehensive review of
opportunities available to Syneos Health, including interest from
multiple parties with the assistance of independent financial and
legal advisors. The Syneos Health Board of Directors unanimously
determined that this all-cash transaction maximizes value for our
shareholders and is in the best interests of the Company and all
stakeholders,” said John Dineen, Chair of the Syneos Health Board
of Directors. “The Company has a strong operating foundation,
differentiated, integrated solutions and a focus on being committed
to customers. We believe this transaction will enable Syneos Health
to continue to accelerate its growth strategy, enhance customer
delivery and evolve the organization toward a tech-enabled
future.”
“We have long appreciated Syneos Health’s leadership position in
serving large pharma and biotech customers globally, across both
clinical development and commercialization,” said Senior Portfolio
Manager, Marc Steinberg, on behalf of Elliott. “Syneos Health is at
an important stage in its evolution. We look forward to partnering
with Patient Square and Veritas, as well as the talented team at
Syneos Health, to further reinforce the Company’s core capabilities
and help drive its next phase of growth.”
“Based on first-hand experience in the industry, we are huge
believers in the value that contract research and commercial
organizations provide to their clients by accelerating and
maximizing the likelihood of clinical success and optimizing a
product’s potential to impact patients,” said Jim Momtazee,
Managing Partner of Patient Square. “We have followed the journey
of Syneos Health for years and believe the Company and its
world-class employees provide a strong foundation to build upon,
always providing unparalleled service to clients.”
“Syneos Health provides mission-critical clinical research and
commercialization services to leaders in the biopharmaceutical
space,” said Ramzi Musallam, CEO and Managing Partner of Veritas.
“Consistent with our successful history of transforming businesses
in the healthcare ecosystem, and in partnership with the Syneos
Health team and the consortium, Veritas looks forward to driving
investment in the Company to underscore Syneos Health’s position as
a market leader and to enhance its ability to deliver medical
innovations to patients across the globe.”
Approvals and Timing
Completion of the transaction is expected in the second half of
2023, subject to the approval of Syneos Health shareholders and the
satisfaction of other customary closing conditions, including
regulatory approvals.
The Syneos Health Board of Directors unanimously approved the
merger agreement and intends to recommend that Syneos Health
shareholders vote in favor of it at a Special Meeting of
Stockholders, to be scheduled as soon as practicable.
The transaction is not subject to a financing condition. Goldman
Sachs Bank USA, UBS Investment Bank, RBC Capital Markets, BMO
Capital Markets, HSBC Securities (USA) Inc., Wells Fargo Bank, NA,
Citigroup, Jefferies LLC, Macquarie Capital, Natixis, and Truist
Securities have provided committed financing for the
transaction.
Upon completion of the transaction, Syneos Health will become a
private company and shares of Syneos Health Class A common stock
will no longer trade on the Nasdaq. The Company expects to maintain
its headquarters in Morrisville, North Carolina.
First Quarter 2023 Results / Cancellation of Earnings
Call
In a separate press release to be issued today, Syneos Health
will announce financial results for the three months ended March
31, 2023. Considering today’s announcement and the pending
transaction, Syneos Health will no longer be hosting its previously
scheduled conference call to discuss first quarter 2023 financial
results.
Advisors
Centerview Partners and BofA Securities are serving as financial
advisors to Syneos Health, Ernst & Young LLP provided
additional strategic advice, and Latham & Watkins LLP is
serving as legal counsel.
Gibson Dunn & Crutcher LLP is serving as legal counsel to
Elliott; Kirkland & Ellis LLP is serving as legal counsel to
Patient Square; and Millbank LLP and Covington & Burling LLP
are serving as legal counsel to Veritas.
About Syneos HealthSyneos Health is a leading
fully integrated biopharmaceutical solutions organization built to
accelerate customer success. We translate unique clinical, medical
affairs and commercial insights into outcomes to address modern
market realities.
We bring together a talented team of professionals, who work
across more than 110 countries, with a deep understanding of
patient and physician behaviors and market dynamics.
Together we share insights, use the latest technologies and
apply advanced business practices to speed our customers’ delivery
of important therapies to patients.
Syneos Health supports a diverse, equitable and inclusive
culture that cares for colleagues, customers, patients, communities
and the environment.
To learn more about how we are Shortening the distance
from lab to life®, visit syneoshealth.com
or subscribe to our podcast.
About Elliott Investment ManagementElliott
Investment Management L.P. manages approximately $55.2
billion of assets as of December 31, 2022. Founded in 1977, it
is one of the oldest investment managers of its kind under
continuous management. The Elliott funds’ investors include pension
plans, sovereign wealth funds, endowments, foundations,
funds-of-funds, high net worth individuals and families, and
employees of the firm.
About Patient Square CapitalPatient Square
Capital (www.patientsquarecapital.com) is a dedicated health care
investment firm that partners with best-in-class management teams
whose products, services and technologies improve health. Patient
Square utilizes deep industry expertise, a broad network of
relationships and a partnership approach to make investments in
companies grow and thrive. Patient Square invests in businesses
that strive to improve patient lives, strengthen communities, and
create a healthier world.
About Veritas CapitalVeritas is a longstanding
technology investor with over $40 billion of assets under
management and a focus on companies operating at the intersection
of technology and government. The firm invests in companies that
provide critical products, software, and services, primarily
technology and technology-enabled solutions, to government and
commercial customers worldwide. Veritas seeks to create value by
strategically transforming the companies in which it invests
through organic and inorganic means. Leveraging technology to make
a positive impact across vitally important areas, such as
healthcare, education, and national security, is core to the firm.
Veritas is a proud steward of national assets, improving the
quality of healthcare while reducing cost, advancing our
educational system, and protecting our nation and allies. For more
information, visit www.veritascapital.com.
Additional Information and Where to Find It
This communication and the information contained herein shall
not constitute an offer to buy or sell or the solicitation of an
offer to buy or sell 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 consideration and approval.
In connection with the proposed transaction, Syneos Health intends
to file a preliminary proxy statement with the Securities and
Exchange Commission (“SEC”). Once the SEC completes its review of
the preliminary proxy statement, a definitive proxy statement and a
form of proxy will be filed with the SEC and mailed or otherwise
furnished to the stockholders of Syneos Health. Before
making any voting decision, Syneos Health stockholders are urged to
read the proxy statement in its entirety, when it becomes
available, and any other documents to be filed with the SEC in
connection with the proposed transaction or incorporated by
reference in the proxy statement (including any amendments or
supplements to these documents), if any, because they will contain
important information about the proposed transaction and the
parties to the proposed transaction. This communication is
not a substitute for the proxy statement or any other document that
may be filed by Syneos Health with the SEC.
Syneos Health investors and stockholders may obtain a free copy
of the proxy statement and documents filed by Syneos Health with
the SEC at the SEC’s website at www.sec.gov. In addition, Syneos
Health investors and stockholders may obtain a free copy of Syneos
Health’s filings with the SEC from Syneos Health’s website at
investor.syneoshealth.com or by directing a request by mail to 1030
Sync Street, Morrisville, NC 27560 or telephone to (919)
876-9300.
Participants in the Solicitation
Syneos Health and its directors and executive officers and other
members of management and employees may, under the rules of the
SEC, be deemed to be participants in the solicitation of proxies
from the stockholders of Syneos Health in respect of the proposed
transactions contemplated by the proxy statement. Information
regarding Syneos Health’s directors and executive officers is
contained in Syneos Health’s Annual Report on Form 10-K/A for the
year ended December 31, 2022, filed with the SEC on May 1, 2023
(the “Form 10-K/A”), and in the proxy statement for Syneos Health’s
2022 annual meeting of stockholders on Schedule 14A, filed with the
SEC on April 12, 2022. Additional information regarding the persons
who are, under the rules of the SEC, participants in the
solicitation of the stockholders of Syneos Health in connection
with the proposed transactions, including a description of their
direct or indirect interests, by security holdings or otherwise,
will be set forth in the proxy statement when it is filed with the
SEC, free copies of which may be obtained as described in the
preceding paragraph. To the extent holdings of Syneos Health’s
securities by Syneos Health’s directors and executive officers
change from the amounts set forth in the Syneos Form 10-K/A or in
the proxy statement, such changes have been or will be reflected on
Statements of Change in Ownership on Form 4 filed with the SEC.
Forward-Looking Statements
Any assumptions, views or opinions (including statements,
projections, forecasts or other forward-looking statements)
contained in this communication represent the assumptions, views or
opinions of Syneos Health, unless otherwise indicated, as of the
date indicated and are subject to change without notice. All
information not separately sourced is from internal company data
and estimates. Any data relating to past performance contained
herein is no indication as to future performance. The information
in this communication is not intended to predict actual results,
and no assurances are given with respect thereto.
The information contained in this communication has not been
independently verified, and no representation or warranty, express
or implied, is made as to the fairness, accuracy, completeness or
correctness of the information contained herein and no reliance
should be placed on it. None of Syneos Health or any of its
affiliates, advisers, affiliated persons or any other person accept
any liability for any loss howsoever arising (in negligence or
otherwise), directly or indirectly, from this communication or its
contents or otherwise arising in connection with this
communication. This shall not, however, restrict or exclude or
limit any duty or liability to a person under any applicable law or
regulation of any jurisdiction which may not lawfully be disclaimed
(including in relation to fraudulent misrepresentation).
Certain statements contained in this communication may
constitute forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. All statements, other than statements of
historical fact, are statements that could be deemed
forward-looking statements, including statements containing the
words “predicts,” “plans,” “expects,” “anticipates,” “believes,”
“goal,” “target,” “estimate,” “potential,” “may,” “might,” “could,”
“see,” “seek,” “forecast,” and similar words. All statements, other
than historical facts, including statements regarding any
anticipated effects of the announcement, pendency or completion of
the proposed transaction on the value of the Company’s Class A
common stock; the expected timing of the closing of the proposed
transaction; the ability of the parties to obtain any required
regulatory approvals in connection with the proposed transaction
and the ability of the parties to complete the proposed transaction
considering the various closing conditions; the expected benefits
of the proposed transaction; expenses related to the proposed
transaction and any potential future costs; Syneos Health’s future
growth and financial results, business strategy, value provided to
customers and patients, and competitive position; and any
assumptions underlying any of the foregoing, are forward-looking
statements. The Forward-looking statements are based on Syneos
Health’s current plans and expectations and involve risks and
uncertainties which are, in many instances, beyond its control, and
which could cause actual results to differ materially from those
included in or contemplated or implied by the forward-looking
statements. Such risks and uncertainties include, among others: (i)
the occurrence of any event, change or other circumstance that
could give rise to the termination of the merger agreement,
including the failure to close the proposed transaction by November
10, 2023; (ii) the failure to obtain approval of the proposed
transaction by Syneos Health stockholders; (iii) the failure to
obtain certain required regulatory approvals to the completion of
the proposed transaction or the failure to satisfy any of the other
conditions to the completion of the proposed transaction; (iv) any
difficulties of Star Parent, Inc., an affiliated entity of Elliott
Investment Management, Patient Square Capital and Veritas Capital,
in financing the transaction as a result of uncertainty or adverse
developments in the debt or equity capital markets or otherwise;
(v) the effect of the announcement of the proposed transaction on
the ability of Syneos Health to retain and hire key personnel and
maintain relationships with its key business partners and
customers, and others with whom it does business, or on its
operating results and businesses generally; (vi) the response of
competitors to the proposed transaction; (vii) risks associated
with the disruption of management’s attention from ongoing business
operations due to the proposed transaction; (viii) the ability to
meet expectations regarding the timing and completion of the
proposed transaction; (ix) significant costs associated with the
proposed transaction; (x) potential litigation relating to the
proposed transaction; (xi) restrictions during the pendency of the
proposed transaction that may impact Syneos Health’s ability to
pursue certain business opportunities; and (xii) the risk factors
set forth in Syneos Health’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2022 as updated by Syneos Health’s
other SEC filings, including its Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 2023, once available, copies
of which are available free of charge on Syneos Health’s website at
investor.syneoshealth.com. Syneos Health assumes no obligation and
does not intend to update these forward-looking statements, except
as required by law.
Investor Relations Contact |
Media
Contact |
Ronnie Speight |
Gary Gatyas |
Senior Vice President, Investor Relations |
Executive Director, External Communications |
+1 919 745 2745 |
+1 908 763 3428 |
Investor.Relations@syneoshealth.com |
gary.gatyas@syneoshealth.com |
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