inVentiv Health to Be Acquired by Thomas H. Lee Partners
SOMERSET, N.J. - May 6, 2010 - inVentiv Health, Inc. (NASDAQ: VTIV), a leading provider of end-to-end clinical development, launch and commercialization services to the global pharmaceutical and healthcare industries, today announced that it has entered into a definitive agreement to be acquired by Thomas H. Lee Partners, L.P. (THL), a leading private equity firm, for approximately $1.1 billion.
Under the terms of the agreement, which has been approved by inVentiv's board of directors, inVentiv shareholders will receive $26.00 in cash for each share of VTIV common stock they hold, representing a 52% premium over the $17.15 closing stock price on March 25, 2010, the day before inVentiv announced that it had been approached by financial investors regarding a potential transaction and had formed a special committee to engage financial advisors and evaluate possible courses of action.
"Thomas H. Lee Partners is one of the nation's leading private equity firms and we are excited to be partnering with them. We feel fortunate to have found an investment partner that understands the complexities of the healthcare industry and that is committed to working with inVentiv to help us achieve our long-term vision for growth," said Blane Walter, Chief Executive Officer of inVentiv Health Inc. "We are pleased that this transaction recognizes inVentiv's value as the leading provider of outsourcing solutions for the global healthcare industry and provides our shareholders with a cash premium for their investment in the company."
Todd Abbrecht, Managing Director of THL Partners, said, "We have great confidence in inVentiv's ability to continue to deliver high quality, outsourced, end-to-end services to pharmaceutical companies and other healthcare innovators. inVentiv's range of products and services offers comprehensive outsourcing solutions for its customers and presents numerous opportunities for the Company to continue to grow."
The transaction is expected to be completed in the third quarter of 2010, subject to customary closing conditions.
Goldman, Sachs & Co. and Richards, Layton & Finger, P.A. acted as financial and legal advisors, respectively, to the special committee of inVentiv's Board of Directors. Akerman Senterfitt LLP acted as legal advisor to inVentiv. Citigroup and Ropes & Gray LLP acted as financial and legal advisors, respectively, to THL.
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks that may cause inVentiv Health's performance to differ materially. Such risks include, without limitation: our ability to sufficiently increase our revenues and maintain or decrease expenses and cash capital expenditures to permit us to fund our operations; our ability to continue to comply with the covenants and terms of our credit facility and to access sufficient capital to fund our operations; our ability to grow our existing client relationships, obtain new clients and cross-sell our services; our ability to successfully operate new lines of business; our ability to manage our infrastructure and resources to support our growth; our ability to successfully identify new businesses to acquire, conclude acquisition negotiations and integrate the acquired businesses into our operations; any disruptions, impairments, or malfunctions affecting software as well as excessive costs or delays that may adversely impact our continued investment in and development of software; the potential impact of government regulation on us and on our clients base; our ability to comply with all applicable laws as well as our ability to successfully implement from a timing and cost perspective any changes in applicable laws; our ability to recruit, motivate and retain qualified personnel, including sales representatives; the actual impact of the adoption of certain accounting standards; our ability to maintain technological advantages in a variety of functional areas, including sales force automation, electronic claims surveillance and patient compliance; changes in trends in the healthcare and pharmaceutical industries or in pharmaceutical outsourcing; and our inability to determine the actual time at which the liquidation of the Columbia Strategic Cash Portfolio will be completed or the total losses that we will actually realize from that investment vehicle. . Readers of this press release are referred to documents filed from time to time by inVentiv Health Inc. with the Securities and Exchange Commission for further discussion of these and other factors.