PAREXEL INTERNATIONAL ANNOUNCES $50 MILLION ACCELERATED SHARE REPURCHASE PROGRAM AND ESTABLISHMENT OF 10B5-1 TRADING PLAN
Boston, MA, September 17, 2012 – PAREXEL International Corporation (Nasdaq: PRXL) announced today that it has entered into an Accelerated Share Repurchase (ASR) agreement with J.P. Morgan Securities LLC, as agent for JPMorgan Chase Bank, National Association to repurchase an aggregate of $50 million of the Company’s common stock. The ASR is part of the Company’s share repurchase program authorizing the repurchase of up to $200 million, as originally announced on August 8, 2012, and which received the necessary consent of the Company’s lenders on August 17, 2012.
Under the ASR agreement, PAREXEL will receive approximately 1.3 million shares at the inception of the ASR. The total number of shares ultimately repurchased under the agreement will be determined upon final settlement, using prices based generally on the volume-weighted average price of the Company’s common stock over a period of time not expected to exceed approximately six months.
The Company also announced that it has adopted a written trading plan with J.P. Morgan Securities LLC for the purpose of repurchasing up to $50 million worth of shares of its common stock in accordance with the guidelines specified under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. A plan under Rule 10b5-1 allows companies to repurchase shares at times when it might otherwise be prevented from doing so by securities laws or because of self-imposed trading blackout periods. J.P. Morgan will have the authority under the terms and limitations specified in the plan to repurchase shares on the Company’s behalf in accordance with the terms of the plan. The plan will be in effect from September 20, 2012 to June 30, 2013, unless terminated earlier pursuant to the terms of the plan. Repurchases made under the plan are subject to SEC regulations as well as certain price, market, volume, and timing constraints specified in the plan. Since repurchases under the plan are subject to certain constraints, there is no guarantee as to the exact number of shares that will be repurchased under the plan.
The ASR and any open market purchases will be funded through existing credit facilities, cash on hand, additional borrowings, and/or cash flow from operations. As of the Company’s fiscal year ended June 30, 2012, the Company had availability under its existing lines of credit of $175 million.
Josef von Rickenbach, Chairman and CEO of PAREXEL stated, “The accelerated share repurchase program represents an important step toward optimizing the capital structure of the Company and demonstrates our commitment to creating, enhancing, and returning value to shareholders.”
The repurchased shares will be cancelled and returned to the status of authorized and unissued shares. As of the Company’s fiscal year ended June 30, 2012, PAREXEL had approximately 60.1 million common shares outstanding.
About the Company
PAREXEL International Corporation is a leading global bio/pharmaceutical services organization, providing a broad range of knowledge-based contract research, consulting, and medical communications 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, medical education and reimbursement. Perceptive Informatics, Inc., a subsidiary of PAREXEL, provides advanced technology solutions, including medical imaging, to facilitate the clinical development process. Headquartered near Boston, Massachusetts, PAREXEL operates in 70 locations throughout 51 countries around the world, and has approximately 12,695 employees. For more information about PAREXEL International visit www.PAREXEL.com.
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 PAREXEL International Corporation, Perceptive Informatics, Inc. or their respective owners and are hereby acknowledged.
This release contains “forward-looking” statements regarding future results and events, including, without limitation, statements regarding the Company’s intention to repurchase shares of its common stock from time to time under the stock repurchase program, the timing and amounts of any repurchases, the intended use of any repurchased shares, the source of funding for the stock repurchase program, and the Company’s 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 and actual events may differ significantly from those suggested or indicated in the forward-looking statements contained in this release. Important factors that might cause such a difference include, but are not limited to, the market price of the Company’s stock prevailing from time to time, the nature of other investment opportunities presented to the Company from time to time, the Company’s cash flow from operations, general economic conditions and other factors discussed more fully in the section entitled “Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2012 as filed with the SEC on August 27, 2012, 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.