December 2, 2015, INC Research Holdings, Inc. (Nasdaq: INCR) (the “Company”), a leading global Phase I to Phase IV contract research organization, today announced the pricing of an underwritten secondary offering by certain of its existing stockholders, namely affiliates of Avista Capital Partners, L.P. and affiliates of Ontario Teachers’ Pension Plan, of an aggregate of 6.0 million shares of the Company’s Class A common stock at a price of $45.35 per share. INC Research will not receive any proceeds from the sale of the shares by the selling stockholders in this offering. The offering is expected to close on December 7, 2015.
In addition, INC Research has entered into an agreement with the selling stockholders referenced above to repurchase 3.0 million shares of common stock from the selling stockholders in a private transaction, concurrently with the closing of the offering, at a price of $45.00 per share. INC Research expects to fund the share repurchase with a combination of cash on hand and borrowings under its revolving credit facility. The share repurchase is subject to the completion of the offering. The closing of the offering is not contingent on the closing of the share repurchase.
Credit Suisse Securities (USA) LLC is acting as the sole underwriter of the offering.
As a result of the underwritten offering, the selling stockholders will own less than 50% of the total voting power of INC Research, and INC Research will cease to be a “controlled company” under NASDAQ rules.
An automatic shelf registration statement (including a prospectus) relating to the offering of common stock was filed with the SEC on December 1, 2015 and became effective upon filing. Before you invest, you should read the registration statement, prospectus, prospectus supplement and other documents INC Research has made available with the SEC for information about INC Research and the offering. You may obtain these documents free of charge by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, copies of the prospectus and accompanying prospectus supplement, when available, may be obtained from: Credit Suisse Securities (USA) LLC, Attention: Prospectus Department, One Madison Avenue, New York, NY 10010, or by telephone at 1-800-221-1037, or by e-mail at firstname.lastname@example.org.
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 other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Except for historical information, all of the statements, expectations, and assumptions contained in this press release are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Actual results might differ materially from those explicit or implicit in the forward-looking statements. Important factors that could cause actual results to differ materially include, but are not limited to: fluctuations in our financial results; our ability to maintain or generate new business awards; our backlog not being indicative of future revenues and our ability to realize the anticipated future revenue reflected in our backlog; our ability to adequately price our contracts and not overrun cost estimates; our customer or therapeutic area concentration; international economic, political and other risks; our ability to increase our market share, grow our business and execute our growth strategies; the impact of no longer being a controlled company under NASDAQ rules; the selling stockholders continued significant holdings of our stock; and the other risk factors set forth in our Form 10-K for the year ended December 31, 2014, our Form 10-Q for the quarter ended March 31, 2015, and other SEC filings, copies of which are available free of charge on our website at investor.incresearch.com. INC Research assumes no obligation and does not intend to update these forward-looking statements, except as required by law.
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, NC, with operations across six continents and experience spanning more than 100 countries.