UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 30, 2011
PHARMACEUTICAL PRODUCT DEVELOPMENT, INC.
(Exact name of registrant as specified in its charter)
North Carolina
(State or other jurisdiction of incorporation)
| 0-27570 | 56-1640186 | |
| (Commission File Number) | (IRS Employer ID Number) |
929 North Front Street, Wilmington, North Carolina 28401
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (910) 251-0081
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07. Submission of Matters to a Vote of Security Holders.
On November 30, 2011, Pharmaceutical Product Development, Inc., a North Carolina corporation (the “Company”), issued a press release announcing that, at a special meeting of shareholders of the Company held on November 30, 2011, its shareholders voted to approve the proposal to approve the Agreement and Plan of Merger (the “Merger Agreement”), dated October 2, 2011, by and among the Company, Jaguar Merger Sub, Inc. (“Merger Sub”), a North Carolina corporation and direct wholly-owned subsidiary of Jaguar Holdings, LLC (“Parent”), a Delaware limited liability company that was formed by affiliates of TC Group, L.L.C. (d/b/a The Carlyle Group) and affiliates of Hellman & Friedman LLC, which provides for the merger (the “Merger”) of Merger Sub with and into the Company. The shareholders of the Company also voted to approve, on a non-binding advisory basis, the “golden parachute” compensation that might be received by the Company’s named executive officers in connection with the Merger. The final voting results for each proposal are set forth below:
Proposal 1: Adopt the Merger Agreement
| For |
Against |
Abstain | ||
| 85,938,374 |
417,369 |
2,793,781 |
Proposal 2: Advisory Vote on “Gold Parachute” Compensation
| For |
Against |
Abstain | ||
| 74,865,897 |
12,953,991 |
1,329,629 |
A copy of the press release issued by the Company regarding the results of the shareholder vote at the special meeting of shareholders of the Company is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit |
Description | |
| 99.1 | Press release dated November 30, 2011. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
| PHARMACEUTICAL PRODUCT DEVELOPMENT, INC. | ||||
| Date: November 30, 2011 | ||||
| /s/ Daniel G. Darazsdi | ||||
| Daniel G. Darazsdi | ||||
| Chief Financial Officer | ||||
Exhibit 99.1
| Contacts Media: Elizabeth Kuronen +1 910 558 7785 elizabeth.kuronen@ppdi.com
Analysts/Investors: Luke Heagle +1 910 558 7585 luke.heagle@ppdi.com |
FOR IMMEDIATE RELEASE
PPD Announces Shareholder Approval of Merger with
Affiliates of The Carlyle Group and Hellman & Friedman
WILMINGTON, N.C., (November 30, 2011) – Pharmaceutical Product Development, Inc. (Nasdaq: PPDI) today announced that its shareholders have voted to approve the adoption of the agreement and plan of merger, dated October 2, 2011, providing for the merger of the company with an entity controlled by affiliates of The Carlyle Group and affiliates of Hellman & Friedman, at a special meeting of shareholders held today.
Approximately 96.4% of the shares voting at today’s special meeting of shareholders voted in favor of the adoption of the merger agreement, which represented approximately 75.6% of the company’s total outstanding shares of common stock as of the October 24, 2011 record date. A quorum of 78.4% of the company’s total outstanding shares of common stock as of the October 24, 2011 record date voted at the meeting.
Upon consummation of the merger, the company’s shareholders will receive $33.25 in cash for each share of the company’s common stock. The transaction is subject to certain remaining customary closing conditions as set forth in the merger agreement and discussed in detail in the definitive proxy statement filed with the U.S. Securities and Exchange Commission by PPD on October 28, 2011 and supplemented on November 14, 2011.
About PPD
PPD is a leading global contract research organization providing drug discovery, development and lifecycle management services. Our clients and partners include pharmaceutical, biotechnology, medical device, academic and government organizations. With offices in 44 countries and more than 11,000 professionals worldwide, PPD applies innovative technologies, therapeutic expertise and a commitment to quality to help clients and partners accelerate the delivery of safe and effective therapeutics and maximize the returns on their R&D investments. For more information, visit www.ppdi.com.
Except for historical information, all of the statements, expectations and assumptions, including statements, expectations and assumptions about the merger, contained in this news release are forward-looking statements that involve a number of risks and uncertainties. Although PPD attempts to be accurate in making these forward-looking statements, it is possible that future circumstances might differ from the assumptions on which such statements are based and could cause actual results to differ materially from the forward-looking statements. Other important factors which could cause future results to differ materially include the following: risks that the merger might not close; risks that PPD might lose customers and/or employees as a result of announcement of the merger; overall global economic conditions; economic conditions, research and development spending, and outsourcing trends in the pharmaceutical, biotechnology and government-sponsored research sectors; consolidation in the pharmaceutical and biotechnology industries; competition in the outsourcing industry; PPD’s ability to win new business; loss, delay or modification of large contracts; higher-than-expected cancellation rates; the rate of conversion of backlog into revenue; actual operating performance; fluctuations in currency exchange rates; the ability to attract, integrate and retain key personnel; and risks associated with and dependence on strategic relationships. These and other PPD risk factors are set forth in more detail from time to time in our SEC filings, copies of which are available free of charge upon request from PPD’s investor relations department. PPD assumes no obligation and expressly disclaims any duty to update these forward-looking statements in the future, except as required by applicable law. These forward-looking statements should not be relied upon as representing PPD’s estimates or views as of any date subsequent to the date hereof.