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8-K - FORM 8-K - RESEARCH PHARMACEUTICAL SERVICES, INC. | c10291e8vk.htm |
EX-2.1 - EXHIBIT 2.1 - RESEARCH PHARMACEUTICAL SERVICES, INC. | c10291exv2w1.htm |
Exhibit 99.1
RESEARCH PHARMACEUTICAL SERVICES TO BE
ACQUIRED BY WARBURG PINCUS
ACQUIRED BY WARBURG PINCUS
Fort Washington, PA December 28, 2010 ReSearch Pharmaceutical Services, Inc. (RPS) announced
today it has entered into an agreement to sell the company to affiliates of Warburg Pincus, LLC,
the global private equity firm, in an all cash transaction valued at $6.10 per share. The Board of
Directors of RPS unanimously approved the acquisition agreement and recommended that RPS
shareholders approve the transaction. It is presently anticipated that closing of the transaction
will occur in February 2011.
RPS is a next generation CRO that provides comprehensive global Phase 1-4 clinical development
solutions to the pharmaceutical, biotechnology and medical device industries. With its experienced
clinical research operations infrastructure and the industrys largest resourcing engines, RPS is
uniquely positioned to offer clients a broad spectrum of outsourcing solutions ranging from
globally embedded functional and cross-functional solutions to enhanced global full-service
solutions.
With the rapid organic expansion of RPS, it is important that we look to the future growth of our
company and further leverage the unique business model we bring to the biopharmaceutical industry,
fortifying our financial structure and industry expertise to successfully execute our model and
continue to expand our capabilities. In Warburg Pincus we have found a partner with both the
financial strength and relevant industry experience to enable us to accelerate the execution of
our growth strategy, said Daniel M. Perlman, Chairman and CEO of RPS. This partnership emphasizes
our commitment to our employees and clients to continue to deliver innovative global business
solutions encompassing world class quality with significant cost
savings, Perlman added.
We
are delighted to partner with Dan Perlman and the management team at RPS, said Jonathan S.
Leff, Managing Director, Warburg Pincus. Dan and his team have built and grown the company based
on a pioneering vision and strategy. The companys unique integrated outsourcing model has
attracted many of the worlds leading pharmaceutical and biotechnology companies as customers, by
delivering cost savings and enhanced flexibility while allowing customers to maintain control of
their clinical trials.
RPS intends to continue advancing its current strategy under the leadership of its existing
management team. In addition, the company, together with its new financial partner Warburg
Pincus, will look for opportunities to accelerate its growth through the development of enhanced
service offerings and expanded international capabilities.
Jefferies & Company Inc. is acting as exclusive financial advisor and Drinker Biddle & Reath LLP is
acting as legal advisor to RPS.
Kirkland & Ellis LLP is acting as legal advisor to Warburg Pincus.
The transaction is subject to various closing conditions, including the filing with the Securities
and Exchange Commission (SEC) of an Information Statement on Schedule 14C and the distribution of
the Information Statement to all of RPSs stockholders. Please refer to RPSs Current Report on
Form 8-K to be filed with the SEC for information about the transaction.
About RPS
Founded in 1998 by Daniel M. Perlman, RPS implemented its business plan to build the industrys
first embedded clinical solution model. This innovative new business model was created specifically
to address the anticipated challenges facing the biopharmaceutical industry, including the need to
contain costs, improve quality and accelerate the drug development process. The RPS plan was
dedicated to achieving the goal of providing the biopharmaceutical industry with an alternative to
traditional CRO outsourcing models by offering customized, integrated solutions that addressed
these fundamental industry challenges. Our unique ability to leverage our clients existing
processes and systems; create innovative new processes that improve productivity, speed and
quality; and provide highly experienced staff to manage and execute activities at the direction of
the client is the foundation of the RPS integrated model. Each RPS solution is customized to meet
the unique needs of small, medium, and large biopharmaceutical companies. For more information, go
to http://www.rpsweb.com.
About Warburg Pincus
Warburg Pincus is a leading global private equity firm. The firm has more than $30 billion in
assets under management. Its active portfolio of more than 110 companies is highly diversified by
stage, sector, and geography. Warburg Pincus is a growth investor and an experienced partner to
management teams seeking to build durable companies with sustainable value. Founded in 1966,
Warburg Pincus has raised 13 private equity funds which have invested more than $35 billion in over
600 companies in more than 30 countries. The firm has offices in Beijing, Frankfurt, Hong Kong,
London, Mumbai, New York, San Francisco, São Paulo, and Shanghai. For more information, please
visit www.warburgpincus.com.
Forward-Looking Statements
This announcement contains certain forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements include, among others,
statements about RPSs beliefs, plans, objectives, goals, expectations, estimates and intentions
that are subject to significant risks and uncertainties and are subject to change based on various
factors, many of which are beyond our control. The words may, could, should, would,
believe, anticipate, estimate, expect, intend, plan, target, goal, and similar
expressions are intended to identify forward-looking statements. All forward-looking statements, by
their nature, are subject to risks and uncertainties. RPS actual future results may differ
materially from those set forth in our forward-looking statements. RPS ability to achieve our
objectives could be adversely affected by the factors discussed in our Annual Report on Form 10-K
for the year ended December 31, 2009 filed with the United States Securities and Exchange
Commission (SEC), as well as, among others: (1) macroeconomic condition and general industry
conditions such as the competitive environment; (2) regulatory and litigation matters and risks;
(3) legislative developments; (4) changes in tax and other laws and the effect of changes in
general economic conditions; (5) the risk that a condition to closing of the transaction may not be
satisfied; and (6) other risks to consummation of the transaction, including the risk that the
transaction will not be consummated within the expected time period.
Additional Information
In connection with the merger, RPS will prepare an Information Statement to be filed with the SEC
that will provide additional important information concerning the merger. When completed, a
definitive Information Statement will be mailed to the stockholders of the Company. The Companys
stockholders will be able to obtain, without charge, a copy of the Information Statement (when
available) and other relevant documents filed with the SEC from the SECs website at
http://www.sec.gov. The Companys stockholders will also be able to obtain, without charge,
a copy of the information statement and the other documents related to the merger (when available)
upon written request to ReSearch Pharmaceutical Services, c/o Corporate Secretary (520 Virginia
Drive, Fort Washington, PA 19034; (215) 540-0700) or from the Companys website,
http://www.rpsweb.com).
Media Contacts:
Steven Bell
ReSearch Pharmaceutical Services, Inc.
Chief Financial Officer
215.540.0700
ReSearch Pharmaceutical Services, Inc.
Chief Financial Officer
215.540.0700
Rory Mackin
Warburg Pincus
212.878.9322
rory.mackin@warburgpincus.com
Warburg Pincus
212.878.9322
rory.mackin@warburgpincus.com