Syneos Health, Inc. (Nasdaq: SYNH) (“Syneos Health” or the
“Company”), a leading fully integrated biopharmaceutical solutions
organization, today announced that the Company’s stockholders
approved an agreement to take the Company private through an
acquisition by a consortium of private investment firm affiliates
comprised of Elliott Investment Management L.P., Patient Square
Capital, and Veritas Capital at a special meeting of stockholders
held earlier today. As previously announced, under the terms of the
agreement, Syneos Health stockholders will receive $43.00 in cash
for each share of Syneos Health common stock owned at the closing
of the transaction, if completed.
“We thank our stockholders for their strong support for this
transaction,” said Michelle Keefe, CEO of Syneos Health. “We look
forward to closing the transaction, further executing on our growth
priorities, and driving customer success by delivering
fit-for-purpose, integrated solutions that help them bring
life-saving therapies to patients.”
Completion of the transaction is expected in the second half of
2023, subject to the satisfaction of customary closing conditions,
including regulatory approvals.
The final voting results of the Syneos Health special meeting
will be reported in a Form 8-K to be filed by Syneos Health with
the U.S. Securities and Exchange Commission.
Date of Second Quarter 2023 Results
Syneos Health will file its Quarterly Report on Form 10-Q by
Wednesday, August 9, 2023. In light of the pending transaction,
Syneos Health will not conduct an earnings conference call.
About Syneos HealthSyneos Health® (Nasdaq:SYNH)
is a leading fully integrated biopharmaceutical solutions
organization built to accelerate customer success. We translate
unique clinical, medical affairs and commercial insights into
outcomes to address modern market realities.
We bring together a talented team of professionals, who work
across more than 110 countries, with a deep understanding of
patient and physician behaviors and market dynamics.
Together we share insights, use the latest technologies and
apply advanced business practices to speed our customers’ delivery
of important therapies to patients. Syneos Health supports a
diverse, equitable and inclusive culture that cares for colleagues,
customers, patients, communities and the environment. To learn more
about how we are Shortening the distance from lab to
life®, visit syneoshealth.com or subscribe to our
podcast.
About Elliott Investment Management
Elliott Investment Management L.P. manages
approximately $55.2 billion of assets as of December 31, 2022.
Founded in 1977, it is one of the oldest investment managers of its
kind under continuous management. The Elliott funds’ investors
include pension plans, sovereign wealth funds, endowments,
foundations, funds-of-funds, high net worth individuals and
families, and employees of the firm.
About Patient Square
CapitalPatient Square Capital
(www.patientsquarecapital.com) is a dedicated health care
investment firm that partners with best-in-class management teams
whose products, services and technologies improve health. Patient
Square Capital utilizes deep industry expertise, a broad network of
relationships and a partnership approach to make investments in
companies grow and thrive. Patient Square Capital invests in
businesses that strive to improve patient lives, strengthen
communities, and create a healthier world.
About Veritas Capital Veritas
Capital is a longstanding technology investor with over $40 billion
of assets under management and a focus on companies operating at
the intersection of technology and government. The firm invests in
companies that provide critical products, software, and services,
primarily technology and technology-enabled solutions, to
government and commercial customers worldwide. Veritas seeks to
create value by strategically transforming the companies in which
it invests through organic and inorganic means. Leveraging
technology to make a positive impact across vitally important
areas, such as healthcare, education, and national security, is
core to the firm. Veritas is a proud steward of national assets,
improving the quality of healthcare while reducing cost, advancing
our educational system, and protecting our nation and allies. For
more information, visit www.veritascapital.com.
Forward-Looking Statements Certain statements
contained in this press release constitute forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934. All
statements, other than statements of historical fact, are
statements that could be deemed forward-looking statements,
including statements containing the words “predicts,” “plans,”
“expects,” “anticipates,” “believes,” “goal,” “target,” “estimate,”
“potential,” “may,” “might,” “could,” “see,” “seek,” “forecast,”
and similar words. All statements, other than historical facts,
including statements regarding the expected timing of the closing
of the proposed transaction; the ability of the parties to obtain
any required regulatory approvals in connection with the proposed
transaction; the ability of the parties to complete the proposed
transaction considering the various closing conditions; the
expected benefits of the proposed transaction; execution of the
Company’s strategy and future growth initiatives; the expected date
of release of the Company’s second quarter 2023 financial results;
and any assumptions underlying any of the foregoing, are
forward-looking statements. The forward-looking statements are
based on Syneos Health’s current plans and expectations and involve
risks and uncertainties which are, in many instances, beyond its
control, and which could cause actual results to differ materially
from those included in or contemplated or implied by the
forward-looking statements. Such risks and uncertainties include,
among others: (i) the occurrence of any event, change or other
circumstance that could give rise to the termination of the merger
agreement, including the failure to close the proposed transaction
by November 10, 2023; (ii) the failure to obtain certain required
regulatory approvals to the completion of the proposed transaction
or the failure to satisfy any of the other conditions to the
completion of the proposed transaction; (iii) any difficulties of
Star Parent, Inc., an affiliated entity of Elliott Investment
Management, Patient Square Capital and Veritas Capital, in
financing the transaction as a result of uncertainty or adverse
developments in the debt or equity capital markets or otherwise;
(iv) the effect of the announcement of the proposed transaction on
the ability of Syneos Health to retain and hire key personnel and
maintain relationships with its key business partners and
customers, and others with whom it does business, or on its
operating results and businesses generally; (v) the response of
competitors to the proposed transaction; (vi) risks associated with
the disruption of management’s attention from ongoing business
operations due to the proposed transaction; (vii) the ability to
meet expectations regarding the timing and completion of the
proposed transaction; (viii) significant costs associated with the
proposed transaction; (ix) ongoing and potential future litigation
relating to the proposed transaction; (x) restrictions during the
pendency of the proposed transaction that may impact Syneos
Health’s ability to pursue certain business opportunities; and (xi)
the risk factors set forth in Syneos Health’s Annual Report on Form
10-K for the fiscal year ended December 31, 2022 as updated by its
Quarterly Report on Form 10-Q for the quarterly period ended March
31, 2023 and other filings with the Securities and Exchange
Commission, copies of which are available free of charge on Syneos
Health’s website at www.investor.syneoshealth.com. Syneos Health
assumes no obligation and does not intend to update these
forward-looking statements, except as required by law.
Investor Relations ContactRonnie SpeightSenior
Vice President, Investor Relations+1 919 745
2745Investor.Relations@syneoshealth.com
Media ContactGary GatyasExecutive Director,
External Communications+1 908 763
3428Gary.gatyas@syneoshealth.com
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