Form 8-K PAREXEL INTERNATIONAL For: Sep 15

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September 18, 2017 9:41 AM EDT

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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): September 15, 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)

(I.R.S. Employer

Identification No.)

195 West Street

Waltham, Massachusetts 02451

(Address of principal executive offices, including zip code)

(781) 487-9900

(Registrant’s 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 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))

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 5.07 Submission of Matters to a Vote of Security Holders.

On September 15, 2017, PAREXEL International Corporation (the “Company”) held its special meeting of shareholders (the “Shareholders Meeting”). At the Shareholders Meeting, shareholders voted on the following three proposals, each of which is described in detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on August 15, 2017. The number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes with respect to each proposal voted upon at the Shareholders Meeting are set forth below.

Proposal 1 – The Merger Agreement. The shareholders voted on the adoption of the Agreement and Plan of Merger, by and among West Street Parent, LLC (“Parent”), West Street Merger Sub, Inc. (“Merger Sub”) and the Company (the “Merger Agreement”), providing for the merger of Merger Sub with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of West Street Intermediate Holdings Corp., the successor entity to Parent (the “Merger”). Shareholders voted as follows:


For	Against	Abstain	Broker Non-Votes
39,482,319	55,169	454,225	—

Accordingly, the adoption of the Merger Agreement was approved.

Proposal 2 – Non-Binding, Advisory Vote on Named Executive Office Compensation. The shareholders voted on the approval, by non-binding, advisory vote on compensation that will or may become payable by the Company to its named executive officers in connection with the Merger. Shareholders voted as follows:


For	Against	Abstain	Broker Non-Votes
25,024,465	14,364,451	602,794	—

Accordingly, the approval, by non-binding, advisory vote on compensation that will or may become payable by the Company to its named executive officers in connection with the Merger was approved.

Proposal 3 – Adjournment Proposal. The shareholders voted on the approval of one or more adjournments of the Shareholders Meeting, if necessary and to the extent permitted by the Merger Agreement, to solicit additional proxies if the Company has not obtained sufficient affirmative stockholder votes to adopt the Merger Agreement. Shareholders voted as follows:


For	Against	Abstain	Broker Non-Votes
36,249,811	3,285,784	456,118	—

Accordingly, the adjournment proposal was approved.

Item 8.01 Other Items.

On September 18, 2017, the Company issued a press release announcing the results of the Shareholders Meeting, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

99.1		Press Release, dated September 18, 2017.

SIGNATURES

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.

Date: September 18, 2017


PAREXEL INTERNATIONAL CORPORATION

By:		/s/ Simon Harford
		Simon Harford
		Senior Vice President and Chief Financial Officer

EXHIBIT INDEX


Exhibit		Description

99.1		Press Release, dated September 18, 2017, issued by PAREXEL International Corporation.

Exhibit 99.1

LOGO

FOR IMMEDIATE RELEASE

PAREXEL INTERNATIONAL RECEIVES SHAREHOLDER APPROVAL

FOR PROPOSED ACQUISITION BY PAMPLONA CAPITAL MANAGEMENT

BOSTON, September 18, 2017 - PAREXEL International Corporation (NASDAQ: PRXL) (“PAREXEL” or the “Company”), a leading global biopharmaceutical services company, announced today that its shareholders, at a special meeting held on September 15, 2017 in Boston, Massachusetts, approved the previously announced proposed acquisition of the Company by certain investment funds affiliated with Pamplona Capital Management (“Pamplona”). 78.3 percent of the Company’s shares outstanding were voted, with more than 98 percent of the votes cast in favor of the proposal, representing more than 77 percent of PAREXEL’s issued and outstanding shares. Under the terms of the proposed acquisition, Pamplona will acquire all outstanding shares of PAREXEL for $88.10 per share in cash.

The closing of the transaction is anticipated to occur on or about Friday, September 29, 2017, subject to the satisfaction of customary closing conditions at such time. At the closing, PAREXEL will become a privately held company and shares of PAREXEL’s common stock will no longer be listed on any public market.

About PAREXEL International Corporation

PAREXEL International Corporation is a leading global biopharmaceutical services company, providing a broad range of expertise-based clinical research, consulting, medical communications, and technology solutions and services to the worldwide pharmaceutical, biotechnology, and medical device industries. Committed to providing solutions that expedite time-to-market and peak-market penetration, PAREXEL has developed significant expertise across the development and commercialization continuum, from drug development and regulatory consulting to clinical pharmacology, clinical trials management, and reimbursement. PAREXEL Informatics provides advanced technology solutions, including medical imaging, to facilitate the clinical development process. Headquartered near Boston, Massachusetts, PAREXEL has offices in 85 locations in 52 countries around the world, and had approximately 18,900 employees at the end of the fourth quarter. For more information about PAREXEL International Corporation visit www.PAREXEL.com.

PAREXEL and PAREXEL Informatics are trademarks or registered trademarks of PAREXEL International Corporation or its affiliates.

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 Company’s 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 risk that the proposed acquisition by Pamplona may not be completed in a timely manner, or at all, which may adversely affect the Company’s business and the price of its common stock; the effect of the announcement or pendency of the proposed merger on the Company’s business, operating results, and relationships with customers, suppliers, competitors and others; risks that the proposed merger may disrupt the Company’s current plans and business operations; potential difficulties retaining employees as a result of the proposed merger; risks related to the diverting of management’s attention from the Company’s ongoing business operations; the outcome of any legal proceedings that may be instituted against the Company related to proposed merger; actual operating performance; actual expense savings and other operating improvements resulting from restructurings, including the restructuring announced on May 3, 2017; the loss, modification, or delay of contracts which would, among other things, adversely impact the Company’s recognition of revenue included in backlog; the Company’s dependence on certain industries and clients; the Company’s ability to win new business, manage growth and costs, and attract and retain employees; the Company’s ability to complete additional acquisitions, and to integrate newly acquired businesses including the acquisitions of Health Advances, LLC, ExecuPharm, Inc., and The Medical Affairs Company, LLC, or enter into new lines of business; the impact on the Company’s business of government regulation of the drug, medical device, and biotechnology industry; consolidation within the pharmaceutical industry and competition within the biopharmaceutical services industry; the potential for significant liability to clients and third parties; the potential adverse impact of health care reform; and the effects of foreign currency exchange rate fluctuations and other international economic, political, and other risks. Such factors and others are discussed more fully in the section entitled “Risk Factors” of the Company’s 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 Company’s estimates or views as of any date subsequent to the date of this press release.

CONTACTS:

Simon Harford

Senior Vice President and Chief Financial Officer

PAREXEL International

[email protected]

+ 1-781-434-4118

Investors:

Ronald Aldridge

Senior Director, Investor Relations

PAREXEL International

[email protected]

+ 1-781-434-4753 or +1-781-434-8465