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): August 7, 2017
PAREXEL International Corporation
(Exact Name of Registrant as Specified in its Charter)
Massachusetts |
0-21244 |
04-2776269 | ||
(State or Other jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
195 West Street
Waltham, Massachusetts 02451
(Address of principal executive offices, Zip code)
(781) 487-9900
(Registrants telephone number, including area code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
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 203.425) |
☐ | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 | Regulation FD Disclosure |
On August 7, 2017, West Street Merger Sub, Inc., a Massachusetts corporation (Merger Sub), provided prospective investors with certain information in connection with proposed financing activities relating to the previously announced acquisition of PAREXEL International Corporation, a Massachusetts Corporation (the Company), by certain investments funds affiliated with Pamplona Capital Management (the Sponsor), pursuant to the Agreement and Plan of Merger, dated as of June 19, 2017 (the Merger Agreement), by and among the Company, West Street Parent, LLC, a Delaware limited liability company (Parent) and Merger Sub (the Merger), an excerpt of which is included as Exhibit 99.1 to this report and incorporated by reference in this Item 7.01.
The information furnished pursuant to this Item 7.01 (including the related exhibit hereto) shall not be considered filed under the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any of the registrants filings under the Securities Act of 1933, as amended (the Securities Act), or under the Securities Exchange Act of 1934, as amended, unless the registrant expressly states in such filing that such information is to be considered filed or incorporated by reference therein.
Item 8.01 | Other Events |
On August 7, 2017, the Company announced that Merger Sub intends to offer $720 million aggregate principal amount of Senior Notes due 2025 (the Notes), subject to market and other conditions. Merger Sub intends to use the proceeds from the offering of the Notes, together with borrowings under the Companys new term loan facility and cash equity contributions by certain investment funds affiliated with the Sponsor, to (i) finance the consummation of the Merger and other transactions contemplated by the Merger Agreement, including amounts payable thereunder, (ii) repay in full all outstanding indebtedness under the Companys existing credit facilities, (iii) fund the redemption of all of the Companys existing notes and (iv) pay related fees, costs, premiums and expenses in connection with these transactions. A copy of the press release announcing the offering of the Notes is attached hereto as Exhibit 99.2 and is incorporated by reference in this Item 8.01.
Merger Sub will deposit (or cause to be deposited) the gross proceeds of the offering of the Notes into a segregated escrow account until the date that certain escrow release conditions, including the consummation of the Merger, have been satisfied. The Notes will be senior unsecured obligations of Merger Sub. Upon the release of the proceeds from escrow, the Company will assume the obligations under the Notes and the Notes will initially be guaranteed by certain of the Companys parents and subsidiaries on a senior unsecured basis.
The Notes and the related guarantees will be offered to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act , and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The Notes and the related guarantees have not been registered under the Securities Act or any state or other jurisdictions securities laws. Accordingly, the Notes may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements under the Securities Act and any applicable state or other jurisdictions securities laws.
Forward Looking Statements
This report contains forward-looking statements regarding future results and events, including, without limitation, statements regarding expected financial results, future growth and customer demand. For this purpose, any statements contained herein that are not statements of historical fact may be deemed forward-looking statements. Without limiting the foregoing, the words believes, anticipates, plans, expects, intends, appears, estimates, projects, will, would, could, should, targets, and similar expressions are also intended to identify forward-looking statements. The forward-looking statements in this release involve a number of risks and uncertainties. The Companys actual future results may differ materially from the results discussed in the forward-looking statements contained in this release. Important factors that might cause such a difference include, but are not limited to, risks associated with: the loss, modification, or delay of large or multiple contracts or a strategic partner; unfavorable economic and financial market conditions; risks arising from the restructuring of our operations; the fixed price nature of our contracts or our failure to document changes to work orders; our ability to attract suitable investigators and volunteers for our clinical trials; our reliance on third parties and the transportation industry for important services; our ability to maintain continuous, effective, reliable and secure operation of
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computer hardware, software and internet applications and related tools and functions; our exposure to international economic and political risks, including war or hostilities, changes in tax laws including those affecting repatriation of profits, difficulty in staffing and managing widespread operations, unfavorable labor regulations, changes in foreign currency exchange rates and maintenance of an effective compliance program to ensure compliance with regulatory and legal requirements applicable to our business in different jurisdictions, including the U.S. Foreign Corrupt Practices Act and similar worldwide anti-corruption laws; our ability to retain our highly qualified management and technical personnel; our ability to protect our intellectual property rights; fluctuations in our quarterly operating results, which could have a material effect on our business; our ability to realize backlog as service revenue; fluctuations in our effective income tax rate, which may affect our earnings and earnings per share; the results of regulatory tax examinations; impairment of our goodwill or intangible assets; changes to our computer operating systems, programs or software; system interruptions or failures, including cyber-security breaches; our failure to comply with applicable privacy laws, security laws, regulations and standards; our ability to manage substantial expansion in our business and to successfully execute our acquisition strategies and successfully integrate acquired businesses; our ability to achieve and maintain effective internal control in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 and delays in completing our internal control audit and financial audit; economic factors and industry trends affecting the pharmaceutical and biotechnology industries; the loss of business from a significant client; the intense competition in our industry; our ability to keep pace with rapid technological changes; changes in governmental regulation of the drug, medical device and biotechnology industry and our ability to comply with existing regulations and ethics standards; loss of business opportunities as a result of healthcare reform and the expansion of managed-care organizations; substantial exposure to payment of personal injury claims; and existing and proposed laws and regulations regarding confidentiality of patients and other individuals personal information. Such factors and others are discussed more fully in the section entitled Risk Factors of the Companys Annual Report on Form 10-K for the year ended June 30, 2016 and subsequent quarterly reports on Form 10-Q, as filed with the Securities and Exchange Commission,. The Company specifically disclaims any obligation to update these forward-looking statements in the future. These forward-looking statements should not be relied upon as representing the Companys estimates or views as of any date subsequent to the date of this report.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit |
Description | |
99.1 | Excerpts from materials to be provided to prospective investors on August 7, 2017. | |
99.2 | Press Release, dated August 7, 2017. |
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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 hereunto duly authorized.
Dated: August 7, 2017 | PAREXEL INTERNATIONAL CORPORATION | |||||
By: | /s/ Simon Harford | |||||
Name: | Simon Harford | |||||
Title: | Senior Vice President and Chief Financial Officer |
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EXHIBIT INDEX
Exhibit |
Description | |
99.1 | Excerpts from materials to be provided to prospective investors on August 7, 2017. | |
99.2 | Press Release, dated August 7, 2017. |
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Exhibit 99.1
Non-GAAP financial measures
In addition to the financial information presented in this offering memorandum prepared in accordance with GAAP, this offering memorandum contains non-GAAP financial measures, that is, financial measures that either exclude or include amounts that are not excluded or included in the most directly comparable measures calculated and presented in accordance with GAAP. Specifically, we make use of the non-GAAP financial measures EBITDA, Management Adjusted EBITDA and Adjusted EBITDA in the financial information provided for the Company.
We define EBITDA as earnings before interest expense, income taxes, depreciation and amortization. We define Management Adjusted EBITDA as EBITDA adjusted for items which are not considered by management to be indicative of the underlying results, as further described in this offering memorandum. We define Adjusted EBITDA as Management Adjusted EBITDA adjusted for stock based compensation and for certain other expenses, including related to the Transactions, as further described in this offering memorandum.
Management understands that some industry analysts and investors consider EBITDA, Management Adjusted EBITDA and Adjusted EBITDA as supplementary non-GAAP financial measures useful in analyzing a companys performance. EBITDA, Management Adjusted EBITDA and Adjusted EBITDA, however, are not measures of financial performance under GAAP and should not be considered as alternatives to, or more meaningful than, net income as a measure of operating performance.
Because EBITDA, Management Adjusted EBITDA and Adjusted EBITDA are not measures determined in accordance with GAAP and are thus susceptible to varying interpretations and calculations, EBITDA, Management Adjusted EBITDA and Adjusted EBITDA may not be comparable to other similarly titled measures of other companies. EBITDA, Management Adjusted EBITDA and Adjusted EBITDA do not represent an amount of funds that is available for managements discretionary use. Management Adjusted EBITDA and Adjusted EBITDA, as defined above, are included because management believes they are pertinent to the daily management of operations, and management uses these financial measures to evaluate the impact of operational business decisions.
Each of EBITDA, Management Adjusted EBITDA and Adjusted EBITDA has limitations as an analytical tool, and you should not consider these measures in isolation from, or as a substitute for analysis of, the financial information of the Company reported under GAAP. Some of these limitations are:
| they do not reflect cash outlays for capital expenditures or future contractual commitments; |
| they do not reflect changes in, or cash requirements for, working capital; |
| they do not reflect interest expense, or the cash requirements necessary to service interest, or principal payments, on indebtedness; |
| they do not reflect income tax expense or the cash necessary to pay income taxes; |
| they do not reflect available liquidity to the Company; and |
| other companies, including other companies in our industry, may not use such measures or may calculate such measures differently than as presented in this offering memorandum, limiting their usefulness as comparative measures. |
Because of these limitations, none of EBITDA, Management Adjusted EBITDA, Adjusted EBITDA or any related ratio using such measures should be considered as a measure of discretionary cash available to invest in business growth or reduce indebtedness.
Certain adjustments to EBITDA, Management Adjusted EBITDA and Adjusted EBITDA are not in accordance with regulations adopted by the SEC that apply to registration statements filed under the Securities Act and periodic reports filed under the Exchange Act, with respect to the use and presentation of non-GAAP measures. Accordingly, EBITDA, Management Adjusted EBITDA and Adjusted EBITDA may not be presented in filings made with the SEC, or may not be presented in the same manner as in this offering memorandum. For a reconciliation of EBITDA, Management Adjusted EBITDA and Adjusted EBITDA to net income, see the sections entitled SummaryRecent developmentsSelected preliminary estimates for the three months and the fiscal year ended June 30, 2017, SummarySummary historical and pro forma condensed combined financial information and Summary historical and pro forma condensed combined financial information.
Selected preliminary estimates for the three months and the fiscal year ended June 30, 2017
We do not as a matter of course make public projections as to future revenues, earnings or other results with the exception of service revenue and EPS guidance. However, our management has prepared the preliminary financial information set forth below to present our estimated service revenue, Adjusted EBITDA, net New Business Awards, net book-to-bill and backlog as of and for the three months and the fiscal year ended June 30, 2017. The accompanying preliminary financial information was not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants with respect to preliminary financial information, but, in the view of our management, the preliminary financial information was prepared on a reasonable basis, reflects the currently available estimates and judgments, and presents, to the best of managements knowledge and belief, our expected financial performance for the periods indicated. However, this financial information is not fact and should not be relied upon as our actual results for the periods presented or as being necessarily indicative of future results, and readers of this offering memorandum are cautioned accordingly not to place undue reliance on the preliminary financial information. In particular, material weaknesses in the internal controls over financial reporting related to CRS revenue recognition and vendor payments have been identified and reported in the Form 10-K for the year ended June 30, 2016 and Forms 10-Q for the periods ended September 30, 2016, December 31, 2016 and March 31, 2017 which are in the process of being remediated. For more details, please see Risk factorsFailure to achieve and maintain effective internal control in accordance with Section 404 of the Sarbanes-Oxley Act of 2002, and delays in completing our internal control audit and financial audit, could have a material adverse effect on our business.
Neither our independent auditors, nor any other independent accountants, have audited, compiled, examined, reviewed or performed any procedures with respect to the preliminary financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and our independent auditors assume no responsibility for, and disclaim any association with, the preliminary financial information.
The assumptions and estimates underlying the preliminary financial information are inherently uncertain and though considered reasonable by our management as of the date of its preparation, are subject to a wide variety of significant, business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the preliminary financial information. Accordingly, there can be no assurance that the preliminary results are indicative of our future performance or that actual results will not differ materially from those presented in the preliminary financial information. Inclusion of the preliminary financial information in this offering memorandum should not be regarded as a representation by any person that the results contained in the preliminary financial information will be achieved.
Based upon currently available information, we estimate that service revenue for the three months and the fiscal year ended June 30, 2017 will be in the range of $545.0 million to $560.0 million and $2,105.0 million to $2,120.0 million, respectively, compared to service revenue of $536.6 million and $2,094.3 million, respectively, for the same periods in the prior year. Additionally, Adjusted EBITDA for the three months and the fiscal year ended June 30, 2017 is estimated to be in the range of $105.0 million to $118.0 million and $385.0 million to $398.0 million, respectively, compared to Adjusted EBITDA of $108.5 million and $408.7 million, for the same periods in the prior year.
As we have previously communicated to the market, we changed our methodology for reporting new bookings in third quarter of the fiscal year 2017 to exclude any unsigned orders. While we plan to report our bookings under the new methodology going forward, for purposes of fiscal year 2017 we will provide an update on new bookings under both methodologies given the mid-year transition. Under the old methodology, Net New Business Awards for the three months and the fiscal year ended June 30, 2017 are expected to be $754 million and $2,508 million compared to $644 million and $2,596 million, respectively, for the same periods in the prior year.
Under the new methodology, Net New Business Awards for the three months and the fiscal year ended June 30, 2017 are expected to be $432.0 million and $1,999.1 million compared to $696.4 million and $2,686.9 million, respectively, for the same periods in the prior year. If achieved, under the new methodology, this level of net New Business Awards should result in a net book-to-bill range for the fiscal year ended June 30, 2017 of 0.94 to 0.95, respectively, yielding backlog of $4.0 billion as of June 30, 2017. This compares to a net book-to-bill of 1.28 for the fiscal year ended June 30, 2016, respectively, and backlog of $4.6 billion as of June 30, 2016. The backlog conversion rate and cancellation rate for the three months period ending June 30, 2017 were 13.7% and 2.7% respectively compared to 12.1% and 4.8% for the same periods in the prior year.
The following table provides a reconciliation of EBITDA and Adjusted EBITDA to net income:
For the fiscal years ended June 30, |
For the three months ended June 30, |
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2017 | 2016 | 2017 | 2016 | |||||||||||||
(dollars in millions) | ||||||||||||||||
Net income |
$ | 154.9 | $ | 42.7 | ||||||||||||
Adjustments: |
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Interest expense, net |
$ | 8.6 | $ | 2.6 | ||||||||||||
Provision for income taxes |
$ | 60.3 | $ | 17.3 | ||||||||||||
Depreciation |
$ | 74.6 | $ | 20.3 | ||||||||||||
Amortization |
$ | 22.3 | $ | 5.0 | ||||||||||||
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EBITDA |
$ | 263.5 - $276.5 | $ | 320.7 | $ | 62.4 - $75.4 | $ | 87.9 | ||||||||
Restructuring expenses(a) |
$ | 41.2 | $ | 27.8 | $ | 19.3 | $ | 4.4 | ||||||||
Contingent considerations FV change(b) |
$ | 1.3 | $ | 8.7 | $ | 2.1 | $ | 0.6 | ||||||||
Share repurchase FV change(c) |
$ | 20.7 | $ | | $ | | $ | | ||||||||
Apollo fixed asset write off(d) |
$ | 5.7 | $ | | $ | 0.1 | $ | | ||||||||
Acquisition retention bonuses(e) |
$ | 9.4 | $ | 3.5 | $ | 2.5 | $ | 1.6 | ||||||||
Acquisition professional and legal fees(f) |
$ | 11.2 | $ | 0.5 | $ | 10.0 | $ | 0.0 | ||||||||
Miscellaneous expense (income), net(g) |
$ | 1.8 | $ | (0.1 | ) | $ | 2.2 | $ | 1.5 | |||||||
Other adjustments(h) |
$ | 0.4 | $ | 2.7 | $ | | $ | 2.7 | ||||||||
Stock based compensation(i) |
$ | 21.7 | $ | 20.1 | $ | 5.7 | $ | 4.9 | ||||||||
Pro forma acquisition results(j) |
$ | 5.5 | $ | 22.2 | $ | | $ | 4.2 | ||||||||
Public company costs(k) |
$ | 2.6 | $ | 2.6 | $ | 0.7 | $ | 0.7 | ||||||||
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Adjusted EBITDA |
$ | 385.0 - $398.0 | $ | 408.7 | $ | 105.0 - $118.0 | $ | 108.5 | ||||||||
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(a) | Represents non-recurring costs incurred to carry out our restructuring initiatives pertaining to the Margin Acceleration Program (as defined below) announced in the fourth quarter of our Fiscal Year 2015 and the first phase of the new phase initiative announced in January 2017. |
(b) | Represents the reversal of non-cash future value adjustments associated with contingent considerations revaluations relating to historical acquisitions. |
(c) | Represents the reversal of a non-cash future value reduction in the Companys forward share repurchase asset. |
(d) | Represents the reversal of a non-cash impairment charge related to an internally-developed software program that was discontinued in the Companys CRS segment. |
(e) | Represents the reversal of non-recurring retention bonuses paid to employees relating to the acquisition of ExecuPharm and Health Advances (each as defined below). |
(f) | Represents the non-recurring accounting, legal, and other fees associated with historical acquisitions. |
(g) | Represents primarily exchange rate gains and losses. |
(h) | Primarily represents the reversal of tax legal exposures, including a $2.7 million adjustment to account for potential exposure to Russian VAT. |
(i) | Represents non-cash stock based compensation expense. |
(j) | Represents the estimated TMAC (as defined below) and ExecuPharm results prior to being acquired by the Company to show pro forma contribution over the twelve months ended March 31, 2017. |
(k) | Represents the Companys estimated gross savings from the elimination of public company costs. |
See Managements discussion and analysis of financial condition and results of operationsBacklog and net authorizations.
Our financial statements for the quarter and year ended June 30, 2017 are not yet available. The financial data presented above are preliminary, based upon our estimates and are subject to revision based upon our financial closing procedures for the three months and the fiscal year ended June 30, 2017 and the completion of our financial statements. Therefore actual results could be materially different from these estimates. All of the data presented above has been prepared by and is the responsibility of management. For discussion of our calculations of Adjusted EBITDA, see Use of non-GAAP financial measures and note (4) under Summary historical and pro forma condensed combined financial information.
Exhibit 99.2
PAREXEL International Corporation Announces $720 Million Senior Notes Offering by West Street Merger Sub, Inc.
BOSTON, August 7, 2017 - PAREXEL International Corporation (the Company or PAREXEL) (NASDAQ: PRXL) today announced that West Street Merger Sub, Inc. (Merger Sub), an affiliate of Pamplona Capital Management (the Investor), formed in connection with the previously announced proposed acquisition of the Company by certain investment funds affiliated with the Investor pursuant to the Agreement and Plan of Merger, dated as of June 19, 2017 (the Merger Agreement), by and among the Company, West Street Parent, LLC, a Delaware limited liability company, and Merger Sub (the Merger), intends to offer $720 million in aggregate principal amount of its Senior Notes due 2025 (the Notes), subject to market and other conditions. Merger Sub intends to use the net proceeds from this offering, together with borrowings under the Companys new term loan facility and cash equity contributions by certain investment funds affiliated with the Investor, to (i) finance the consummation of the Merger and other transactions contemplated by the Merger Agreement, including amounts payable thereunder, (ii) repay in full all outstanding indebtedness under the Companys existing credit facilities, (iii) fund the redemption of all of the Companys existing notes and (iv) pay related fees, costs, premiums and expenses in connection with these transactions. Upon consummation of the Merger, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation.
Merger Sub will deposit (or cause to be deposited) the gross proceeds of the offering of the Notes into a segregated escrow account until the date that certain escrow release conditions, including the consummation of the Merger, have been satisfied. The Notes will be senior unsecured obligations of Merger Sub. Upon the release of the proceeds from escrow, the Company will assume the obligations under the Notes and the Notes will initially be guaranteed by certain of the Companys parents and subsidiaries on a senior unsecured basis.
The Notes and the related guarantees will be offered to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the Securities Act), and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The Notes and the related guarantees have not been registered under the Securities Act or any state or other jurisdictions securities laws. Accordingly, the Notes may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements under the Securities Act and any applicable state or other jurisdictions securities laws.
This press release is being issued pursuant to Rule 135c under the Securities Act, and is neither an offer to sell nor a solicitation of an offer to buy any securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of any securities in any jurisdiction in which such offer, solicitation or sale is unlawful.
Forward-looking Statements
This release contains forward-looking statements regarding future results and events, including, without limitation, statements regarding expected financial results, future growth and customer demand. For this purpose, any statements contained herein that are not statements of historical fact may be deemed forward-looking statements. Without limiting the foregoing, the words believes, anticipates, plans, expects, intends, appears, estimates, projects, will, would, could, should, targets, and similar expressions are also intended to identify forward-looking statements. The forward-looking statements in this release involve a number of risks and uncertainties. The Companys actual future results may differ materially from the results discussed in the forward-looking statements contained in this release. Important factors that might cause such a difference include, but are not limited to, risks associated with: the loss, modification, or delay of large or multiple contracts or a strategic partner; unfavorable economic and financial market conditions; risks arising from the restructuring of our operations; the fixed price nature of our contracts or our failure to document changes to work orders; our ability to attract suitable investigators and volunteers for our clinical trials; our reliance on third parties and the transportation industry for important services; our ability to maintain continuous, effective, reliable and secure operation of computer hardware, software and internet applications and related tools and functions; our exposure to international economic and political risks, including war or hostilities, changes in tax laws including those affecting repatriation of profits, difficulty in staffing and managing widespread operations, unfavorable labor regulations, changes in foreign currency exchange rates and maintenance of an effective compliance program to ensure compliance with regulatory and legal requirements applicable to our business in different jurisdictions, including the U.S. Foreign
Corrupt Practices Act (the FCPA) and similar worldwide anti-corruption laws; our ability to retain our highly qualified management and technical personnel; our ability to protect our intellectual property rights; fluctuations in our quarterly operating results, which could have a material effect on our business; our ability to realize backlog as service revenue; fluctuations in our effective income tax rate, which may affect our earnings and earnings per share; the results of regulatory tax examinations; impairment of our goodwill or intangible assets; changes to our computer operating systems, programs or software; system interruptions or failures, including cyber-security breaches; our failure to comply with applicable privacy laws, security laws, regulations and standards; our ability to manage substantial expansion in our business and to successfully execute our acquisition strategies and successfully integrate acquired businesses; our ability to achieve and maintain effective internal control in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 and delays in completing our internal control audit and financial audit; economic factors and industry trends affecting the pharmaceutical and biotechnology industries; the loss of business from a significant client; the intense competition in our industry; our ability to keep pace with rapid technological changes; changes in governmental regulation of the drug, medical device and biotechnology industry and our ability to comply with existing regulations and ethics standards; loss of business opportunities as a result of healthcare reform and the expansion of managed-care organizations; substantial exposure to payment of personal injury claims; and existing and proposed laws and regulations regarding confidentiality of patients and other individuals personal information. Such factors and others are discussed more fully in the section entitled Risk Factors of the Companys Annual Report on Form 10-K and subsequent quarterly reports on Form 10-Q, as filed with the Securities and Exchange Commission, which Risk Factors discussion is incorporated by reference in this press release. The Company specifically disclaims any obligation to update these forward-looking statements in the future. These forward-looking statements should not be relied upon as representing the Companys estimates or views as of any date subsequent to the date of this press release.
CONTACTS:
For PAREXEL
Investors:
Ronald Aldridge
Tel.: +1-781-434-4753
Email: ron.aldridge@PAREXEL.com
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