Introductory Note
Pursuant to an Agreement and Plan of Merger dated April 15, 2021 (the “Merger Agreement”) by and among PPD, Inc., a Delaware corporation (the “Company” or “PPD”), Thermo Fisher Scientific Inc., a Delaware corporation (“Thermo Fisher”) and Powder Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Thermo Fisher (“Merger Sub”), the Company was merged with and into Merger Sub (the “Merger”), with the Company continuing as the surviving corporation (the “Surviving Corporation”) and a wholly owned subsidiary of Thermo Fisher. The Merger became effective on December 8, 2021 (the “Effective Time”).
At the Effective Time, (i) each issued and outstanding share of capital stock of Merger Sub was converted into and became one validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share of the Surviving Corporation, (ii) each issued and outstanding share of the Company’s common stock, par value $0.01 per share (“PPD Common Stock”), that was owned by PPD, Thermo Fisher or Merger Sub or any other direct or indirect wholly owned subsidiary of the Company or of Thermo Fisher, in each case immediately prior to the Effective Time, was automatically canceled and retired and ceased to exist, and no consideration was delivered in exchange therefor and (iii) each issued and outstanding share of PPD Common Stock (other than shares described in clause (ii)) were converted into the right to receive an amount in cash equal to $47.50, without interest and less any applicable withholding taxes (the “Merger Consideration”) and were automatically canceled and retired and ceased to exist, and each holder of any such shares of PPD Common Stock ceased to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with the Merger Agreement.
At the Effective Time, each vested Company stock option (including any stock option that vested as a result of the Merger) was canceled and converted into the right to (i) the Merger Consideration less the applicable exercise price multiplied by (ii) the number of shares subject to such stock option. Each Company restricted stock unit (“RSU”) held by a non-employee director of the Company (whether vested or unvested) was canceled and converted into the right to receive (A) the Merger Consideration multiplied by (B) the number of shares subject to such RSU. Each unvested Company stock option, each Company RSU (other than any RSU held by a non-employee director of the Company) and each Company performance-based restricted stock unit (“PSU”) was canceled and converted, based on an exchange ratio that preserved the award’s value (and rounded down to the nearest whole share of Thermo Fisher common stock in the case of Company stock options and rounded up to the nearest whole share of Thermo Fisher common stock in the case of Company RSUs and PSUs), into an equity award of Thermo Fisher with substantially the same terms and conditions, including treatment in connection with certain terminations of employment consistent with the Company’s applicable policy (except that any PSU converted based on actual performance and is no longer subject to performance-based vesting conditions). With respect to any fractional share of Thermo Fisher common stock that would otherwise be included in a converted stock option award but for the rounding down to the nearest share of Thermo Fisher common stock, the holder was entitled to receive a cash payment in lieu of such fractional share.
The foregoing description of the Merger is only a summary of certain material provisions thereof, does not purport to be complete, and is qualified in its entirety by reference to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 16, 2021, and which is incorporated herein by reference.
Item 1.02
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Termination of a Material Definitive Agreement.
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Existing Credit Agreement
In connection with the consummation of the Merger, on December 8, 2021, the Company terminated the Credit Agreement, dated as of January 13, 2021 (the “Credit Agreement”), by and among the Company and its indirect wholly owned subsidiary, PPD Development, L.P., JPMorgan Chase Bank, N.A., as the administrative agent, collateral agent and a L/C issuer, and each lender party thereto and each L/C issuer party thereto. The Company paid an aggregate amount of approximately $3,036.7 million in satisfaction of all of its outstanding obligations under the Credit Agreement in accordance with its terms.