PAREXEL INTERNATIONAL PROVIDES UPDATE ON SHARE REPURCHASE PROGRAM, ANNOUNCES A NEW $50 MILLION ACCELERATED SHARE REPURCHASE AGREEMENT AND A NEW $50 MILLION 10B5-1 TRADING PLAN
Boston, MA, March 14, 2013 – PAREXEL International Corporation (Nasdaq: PRXL) today provided an update and announced the next steps with regard to the Company’s share repurchase program.
As originally announced on August 8, 2012, the Company’s Board of Directors authorized the repurchase of up to $200 million of the Company’s common stock. In conjunction with a 10b5-1 open market trading plan that was announced on September 17, 2012, the Company repurchased approximately 1.6 million shares for $50 million. In conjunction with a $50 million Accelerated Share Repurchase (ASR) agreement that was also announced on September 17, 2012, approximately 1.33 million shares were delivered at the inception of the ASR in September 2012, and the Company currently expects to receive approximately 265,000 additional shares of the Company’s common stock upon maturity of the ASR, which is expected to be March 26, 2013. Thus far, PAREXEL has paid out a total of $100 million under its repurchase programs.
The Company also reported that it has entered into a new ASR agreement to repurchase an aggregate of $50 million of the Company’s common stock, and a new open market 10b5-1 trading plan to repurchase an additional $50 million worth of shares of its common stock. Both plans are with J.P. Morgan Securities LLC, or its affiliates.
Under the new ASR agreement, PAREXEL will pay $50 million and will receive an initial amount of approximately 1.1 million shares of its common stock on March 15, 2013. The total number of shares ultimately repurchased under the ASR 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 adopted a written trading plan 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 March 14, 2013 to July 31, 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 December 31, 2012, the Company had cash, cash equivalents, and marketable securities of approximately $296.5 million, availability under its existing lines of credit of $107.5 million, and approximately 58.1 million common shares outstanding.
The repurchased shares will be cancelled and returned to the status of authorized and unissued shares.
About the Company
PAREXEL International Corporation is a leading global biopharmaceutical 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 74 locations throughout 51 countries around the world, and has approximately 14,000 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 Quarterly Report on Form 10-Q for the quarter ended December 31, 2012 as filed with the SEC on February 4, 2013, 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.