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) December 5, 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 2.01. | Completion of Acquisition or Disposition of Assets. |
On December 5, 2011, Pharmaceutical Product Development, Inc., a North Carolina corporation (the “Company”), completed its merger (the “Merger”) with Jaguar Merger Sub, Inc. (“Merger Sub”), a North Carolina corporation and indirect wholly-owned subsidiary of Jaguar Holding Company II (“Parent”), a Delaware corporation, as assignee of Jaguar Holding Company I, a Delaware corporation, as successor-in-interest of Jaguar Holdings, LLC (“Parent LLC”), a Delaware limited liability company that was formed by affiliates of TC Group, L.L.C. (d/b/a The Carlyle Group), which is sometimes referred to as Carlyle or The Carlyle Group, and affiliates of Hellman & Friedman LLC, which is sometimes referred to as Hellman & Friedman or H&F, pursuant to the Agreement and Plan of Merger, dated October 2, 2011, by and among the Company, Parent LLC, and Merger Sub (the “Merger Agreement”). As a result of the Merger, the Company is now an indirect wholly-owned subsidiary of Parent.
The information set forth under Item 5.01 of this Current Report on Form 8-K is incorporated into this Item 2.01 by reference.
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
In connection with the closing of the Merger, the Company notified Nasdaq on December 5, 2011 that each outstanding share of common stock, par value $0.05 per share, of the Company (the “Common Stock”) was cancelled and automatically converted into the right to receive $33.25 per share in cash, without interest (other than excluded shares), and each stock option, restricted share and restricted stock unit outstanding was, except where excluded, exchanged for cash at a price equal to, in the case of options, $33.25 less the exercise price of the option and, in the case of restricted shares and restricted stock units, $33.25. The Company requested that Nasdaq file with the Securities and Exchange Commission (the “SEC”) an application on Form 25 to delist and deregister the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended. Trading of the Common Stock on Nasdaq will be suspended after the closing of trading on December 5, 2011. Nasdaq will file the Form 25 with the SEC after the closing of trading on December 5, 2011.
| Item 3.03. | Material Modification to Rights of Security Holders. |
On December 5, 2011, pursuant to the terms of the Merger Agreement, each share of outstanding common stock of the Company (other than shares owned by Parent, Merger Sub, the Company or their subsidiaries, and by stockholders who have perfected and not withdrawn a demand for appraisal rights) was cancelled and converted into the right to receive $33.25 per share in cash, without interest and less any applicable withholding taxes.
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| Item 5.01. | Changes in Control of Registrant. |
On December 5, 2011, Parent consummated the acquisition of the Company through the Merger of Merger Sub with and into the Company. The Company is the surviving corporation in the Merger and, as a result thereof, is an indirect wholly-owned subsidiary of Parent. A copy of the press release announcing the closing of the Merger is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The aggregate purchase price paid for all equity securities of the Company was approximately $3.9 billion. The aggregate purchase price and related fees and expenses were funded by new credit facilities and private offerings of debt securities, as well as by equity financing from Carlyle and H&F.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Pursuant to the Merger Agreement, at the effective time of the Merger on December 5, 2011, the Articles of Incorporation of the Company as in effect immediately prior to the effective time were amended to be in the form set forth in Exhibit A to the Merger Agreement, which became the Amended and Restated Articles of Incorporation of the Company. A copy of the Amended and Restated Articles of Incorporation of the Company is filed as Exhibit 3.1 hereto and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit |
Description | |
| 3.1 | Amended and Restated Articles of Incorporation of the Company. | |
| 99.1 | Press release dated December 5, 2011. | |
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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: December 5, 2011 | ||||||
| /s/ Daniel G. Darazsdi | ||||||
| Daniel G. Darazsdi | ||||||
| Chief Financial Officer | ||||||
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Exhibit 3.1
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
PHARMACEUTICAL PRODUCT DEVELOPMENT, INC.
ARTICLE I
The name of the corporation is Pharmaceutical Product Development, Inc. (the “Corporation”).
ARTICLE II
The Corporation is to have perpetual existence.
ARTICLE III
The purpose for which the Corporation is organized is to engage in any activity which is lawful under the North Carolina Business Corporation Act and any amendments thereto.
ARTICLE IV
The aggregate number of shares of capital stock which the Corporation shall have authority to issue is 1,000 shares of common stock with a par value of $0.01 per share.
ARTICLE V
The street and mailing address and county of the principal office of the Corporation is 929 North Front Street, Wilmington, New Hanover County, North Carolina, 28401.
ARTICLE VI
The street and mailing address and county of the registered office of the Corporation is 929 North Front Street, Wilmington, New Hanover County, North Carolina 28401 and the name of the initial registered agent at such address is B. Judd Hartman.
ARTICLE VII
No director of the Corporation shall have personal liability arising out of an action whether by or in the right of the Corporation or otherwise for monetary damages for breach of any duty as a director; provided, however, that the foregoing shall not limit or eliminate the personal liability of a director with respect to (i) acts or omissions that such director at the time of such breach knew or believed were clearly in conflict with the best interests of the Corporation, (ii) any liability under §55-8-33 of the General Statutes of North Carolina or any successor provision, or (iii) any transaction from which such director derived an improper personal benefit. As used in this Article, the term “improper personal benefit” does not include a director’s reasonable compensation or other reasonable incidental benefit for or on account of his or her services as a director, officer, employee, independent contractor, attorney, or consultant of the Corporation.
Furthermore, notwithstanding the foregoing provision, in the event that §55-2-02 or any other provision of the General Statutes of North Carolina is amended or enacted to permit further limitation or
elimination of the personal liability of the director, the personal liability of the Corporation’s directors shall be limited or eliminated to the fullest extent permitted by applicable law.
This Article shall not affect a provision permitted under the General Statutes of North Carolina in the bylaws, contract or resolution of the Corporation indemnifying or agreeing to indemnify a director against personal liability. Any repeal or modification of this Article shall not adversely affect any limitation hereunder on the personal liability of the director with respect to acts or omissions occurring prior to such repeal or modification.
Exhibit 99.1
FOR IMMEDIATE RELEASE
December 5, 2011
The Carlyle Group and Hellman & Friedman Complete Acquisition of PPD
WILMINGTON, NC – Pharmaceutical Product Development, Inc. today announced the completion of its acquisition by affiliates of The Carlyle Group and affiliates of Hellman & Friedman in an all-cash transaction valued at approximately $3.9 billion.
As previously announced, the transaction was approved by PPD shareholders at a special meeting of shareholders held November 30, 2011. Pursuant to the terms of the merger agreement, PPD’s shareholders are entitled to receive $33.25 in cash, without interest, less any applicable withholding taxes, for each share of PPD common stock owned by them. As a result of the merger, PPD’s common stock will no longer be listed for trading on NASDAQ.
Shareholders of record will receive a letter of transmittal and instructions on how to surrender their shares of PPD common stock in exchange for the merger consideration. Shareholders of record should wait to receive the letter of transmittal before surrendering their shares.
Morgan Stanley & Co. LLC served as financial advisor, and Lazard provided a fairness opinion, to the board of directors of PPD in connection with the transaction. Wyrick Robbins Yates & Ponton LLP and Skadden, Arps, Slate, Meagher & Flom LLP served as legal advisors to PPD in connection with the transaction. Latham & Watkins LLP, Simpson Thacher & Bartlett LLP and Covington & Burling LLP served as legal counsel, and Credit Suisse served as financial advisor, to Carlyle and Hellman & Friedman in connection with the transaction.
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.
About The Carlyle Group
The Carlyle Group is a global alternative asset manager with over $153 billion of assets under management across 86 funds and 49 fund of fund vehicles as of June 30, 2011. The Carlyle Group invests across four segments – Corporate Private Equity, Real Assets, Global Market Strategies and Fund of Funds Solutions – in Africa, Asia, Australia, Europe, the Middle East, North America and South America. The Carlyle Group’s Corporate Private Equity business has developed particular industry expertise in aerospace, defense & government services, consumer & retail, energy, financial services, healthcare, industrial, technology & business services, telecommunications & media and transportation. The Carlyle Group employs more than 1,100 people in 34 offices across six continents. www.carlyle.com
About Hellman & Friedman
Hellman & Friedman LLC is a leading private equity investment firm with offices in San Francisco, New York and London. Since its founding in 1984, Hellman & Friedman has raised and, through its affiliated funds, managed over $25 billion of committed capital. The firm focuses on investing in superior business franchises and serving as a value-added partner to management in select industries including healthcare, business & marketing services, software, financial services, internet & digital media, insurance, media and energy & industrials. For more information on Hellman & Friedman, visit www.hf.com.
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Contacts
For PPD:
Analysts/Investors
Luke Heagle
+1 910 558 7585
luke.heagle@ppdi.com
Media
Elizabeth Kuronen
+1 910 558 7785
elizabeth.kuronen@ppdi.com
For Carlyle:
Chris Ullman
+1 202 729 5385
chris.ullman@carlyle.com
For Hellman & Friedman:
Mary Beth Grover / Kelly Smith
+1 212 371 5999
mbg@abmac.com / kas@abmac.com
Except for historical information, all of the statements, expectations and assumptions 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 PPD might lose customers and/or employees as a result of the merger; overall global economic conditions; economic conditions in the pharmaceutical, biotechnology and government-sponsored research sectors; research and development spending in the pharmaceutical, biotechnology and government-sponsored research sectors; outsourcing trends in the pharmaceutical, biotechnology and government-sponsored research sectors; consolidation in 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.