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5/7/2015 INC Research Announces Pricing of Secondary Offering

RALEIGH, N.C., May 7, 2015 INC Research Holdings, Inc. (Nasdaq: INCR), a leading global Phase I to Phase IV contract research organization, announced the pricing of its secondary offering of 7,000,000 shares of its Class A common stock at a price of $31.00 per share. All of the shares are being sold by existing stockholders, including affiliates of Avista Capital Partners, L.P.; affiliates of Teachers’ Private Capital, the private investment arm of Ontario Teachers’ Pension Plan Board; and current and former employees of INC Research. In addition, the selling stockholders have granted the underwriters a 30-day option to purchase up to 1,050,000 additional shares of Class A common stock. INC Research will not receive any of the proceeds from the sale of the shares. The closing of the offering is expected to occur on May 14, 2015, subject to the satisfaction of customary closing conditions.

In addition, INC Research entered into an agreement with certain selling stockholders to repurchase an aggregate of approximately $150.00 million of common stock from certain selling stockholders in a private transaction, concurrently with the closing of the offering, at the price at which the shares of common stock are sold to the public in the offering, less underwriting discounts and commissions. The closing of the share repurchase is contingent on, and expected to occur simultaneously with, the closing of the offering, subject to the satisfaction of other customary conditions. The closing of the offering is not contingent on the closing of the share repurchase.

Goldman, Sachs & Co. and Credit Suisse Securities (USA) LLC are acting as the lead book-running managers for the offering and Jefferies LLC is acting as a book-running manager for the offering. Wells Fargo Securities, LLC is acting as senior co-manager and Robert W. Baird & Co. Incorporated and William Blair & Company L.L.C. are acting as co-managers in the offering.

A registration statement relating to these securities has been filed with, and declared effective by, the Securities and Exchange Commission. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The registration statement INC Research has filed with the SEC can be obtained by visiting EDGAR on the SEC website at www.sec.gov.

The offering will be made only by means of a prospectus, copies of which may be obtained, when available, from Goldman, Sachs & Co., Attn: Prospectus Department, 200 West Street, New York, NY 10282, telephone: 866-471-2526, email: prospectus-ny@ny.email.gs.com, Credit Suisse Securities (USA) LLC, Attention: Prospectus Department, One Madison Avenue, New York, NY 10010, phone: 800-221-1037, email: newyork.prospectus@credit-suisse.com, or Jefferies LLC, Attn: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022, telephone: 877-547-6340, email: Prospectus_Department@Jefferies.com.

About INC Research

INC Research (Nasdaq: INCR) is a leading global contract research organization (CRO) providing the full range of Phase I to Phase IV clinical development services for the biopharmaceutical and medical device industries. Leveraging the breadth of our service offerings and the depth of our therapeutic expertise across multiple patient populations, INC Research connects customers, clinical research sites and patients to accelerate the delivery of new medicines to market. The Company was ranked “Top CRO to Work With” among large global CROs in the 2015 CenterWatch Global Investigative Site Relationship Survey. INC Research is headquartered in Raleigh, N.C., with operations across six continents and experience spanning more than 100 countries. 



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