PAREXEL ANNOUNCES ACQUISITION OF MINORITY INTEREST IN PERCEPTIVE INFORMATICS
BOSTON, MA, August 23, 2005 — PAREXEL International Corporation (Nasdaq: PRXL) today announced that on August 22, 2005 it acquired all of the shares held by minority stockholders of Perceptive Informatics, Inc., its information technology subsidiary, and now owns all of the outstanding common stock of Perceptive. Prior to the transaction PAREXEL owned 97.8% of the outstanding common stock of Perceptive Informatics.
Under the terms of the transaction, Perceptive was valued at approximately $66.3 million, and PAREXEL agreed to pay approximately $4.8 million in cash to the minority stockholders for their shares of Perceptive, as well as for stock options currently outstanding under Perceptive’s stock incentive plan, and for other payments. A number of directors of PAREXEL and each of the executive officers of PAREXEL own common stock or hold stock options in Perceptive. In light of these potential conflicts, the terms of the transaction were established and approved by a special independent committee of the Board of Directors of PAREXEL. CIBC World Markets Corp. acted as financial advisor to the special committee.
Mr. Josef H. von Rickenbach, PAREXEL’s Chairman and Chief Executive Officer stated, “In the early stages of Perceptive’s development, we established an ownership structure designed to create a very focused start-up culture for its growth and development. We now believe that as the business enters its next cycle of growth, it is beneficial to both Perceptive and PAREXEL to eliminate some of the impediments to collaboration that existed in the prior structure, and to unlock the maximum possible synergies. Perceptive will continue to operate under its own name. We expect that this change will allow us to better capitalize on the significant potential of Perceptive and our other business segments and to further optimize the performance of our Company.”
PAREXEL is one of the largest biopharmaceutical outsourcing organizations in the world, providing a broad range of knowledge-based contract research, medical marketing and consulting services to the worldwide pharmaceutical, biotechnology and medical device industries. With a commitment to providing solutions that expedite time-to-market and peak market penetration, PAREXEL has developed significant expertise in clinical trials management, data management, biostatistical analysis, medical marketing, clinical pharmacology, regulatory and medical consulting, industry training and publishing and other drug development consulting services. Its information technology subsidiary, Perceptive Informatics, Inc., develops and offers a portfolio of innovative technology-based products and services that facilitate clinical drug development and are designed to decrease time to peak sales. The technology portfolio includes web-based portal solutions and tracking tools, Interactive Voice Response Systems (IVRS), Clinical Trial Management Systems (CTMS), electronic diary and investigator database solutions. Perceptive also offers advanced medical diagnostics services to assess rapidly and objectively the safety and efficacy of new drugs, biologics, and medical devices in clinical trials. PAREXEL’s integrated services, therapeutic area depth and sophisticated information technology, along with its experience in global drug development and product launch services, represent key competitive strengths. Headquartered near Boston, MA, PAREXEL operates in 51 locations throughout 37 countries around the world, and has 5,140 employees.
This release contains "forward-looking" statements regarding future results and events, including, without limitation, statements regarding the anticipated benefits of the acquisition of the minority interest of Perceptive Informatics. 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”, “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 significantly 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: actual operating performance; actual expense savings and other operating improvements resulting from recent restructurings; 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 or enter into new lines of business; government regulation of the drug, medical device and biotechnology industry; consolidation within the pharmaceutical industry; 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 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 Quarterly Report on Form 10-Q for the Quarter ended March 31, 2005 as filed with the SEC on May 9, 2005, which “Risk Factors” discussion is incorporated by reference in this press release. The forward-looking statements included in this press release represent the Company’s estimates as of the date of this 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.
PAREXEL is a registered trademark of PAREXEL International Corporation, and Perceptive Informatics is a trademark of Perceptive Informatics, Inc. All other names or marks may be registered trademarks or trademarks of their respective business and are hereby acknowledged.