Advent-backed inVentiv Health sold in $4.6bn deal

July 2017 | DEALFRONT | PRIVATE EQUITY & VENTURE CAPITAL

Financier Worldwide Magazine

July 2017 Issue

In a $4.6bn deal that creates a leading global biopharmaceutical solutions organisation, INC Research Holdings, Inc. and inVentiv Health, Inc. announced a definitive merger agreement.

The combined company will be the second largest biopharmaceutical outsourcing provider focused on creating value for customers, patients, physicians, payers and employees, as well as one of the top three contract research organisations (CRO) and the largest contract commercial organisation (CCO) by net revenue (more than $3.2bn).

The two firms’ boards of directors have unanimously approved the merger pursuant to which their businesses would combine in an all-stock transaction. INC Research shareholders are expected to own approximately 53 percent and inVentiv shareholders are expected to own approximately 47 percent of the combined company on a fully diluted basis. Advent International and Thomas H. Lee Partners, two preeminent private equity firms, are currently equal equity owners of inVentiv and will remain investors in the combined company upon closing of the transaction.

“Today marks a significant milestone for INC Research,” said Alistair Macdonald, chief executive of INC Research. “Customers are increasingly seeking simultaneous approvals and product launches in multiple markets worldwide. Through this strategic combination we are bringing together two of the most innovative and respected players in the field to create a leading global biopharma solutions organisation with a full suite of clinical and commercial solutions to address the needs of biopharmaceutical companies, patients, physicians and payers. The combination of INC Research and inVentiv will expand our global scale and add capabilities to grow our addressable market.”

A leading CRO, INC Research provides the full range of Phase I to Phase IV clinical development services for the biopharmaceutical and medical device industries. The firm is currently headquartered in Raleigh, North Carolina, with operations across six continents and experience spanning more than 110 countries.

Mr Macdonald continued: “Both companies have a history of successfully integrating acquisitions, and I am confident that we will capitalise on the many opportunities this combination creates for all stakeholders. We look forward to working closely with the talented inVentiv employees, who share our dedication to making the world a better place by bringing new therapies to patients, while building significant value for our shareholders.”

A global professional services organisation designed to help the biopharmaceutical industry accelerate the delivery of much-needed therapies to market, inVentiv Health is a combined CRO and COO offering a differentiated suite of services, processes and integrated solutions that improve client performance. The firm has more than 15,000 employees supporting clients in more than 90 countries.

“As biopharmaceutical companies of all sizes face increasingly complex challenges to bring products to market, they are seeking comprehensive outsourced solutions across the clinical and commercial spectrum,” said Michael Bell, chief executive of inVentiv Health. “The new company is purpose-built to address market realities where clinical and commercial must work together, sharing expertise, data and insights, to improve client performance.”

Acting as INC Research’s financial adviser is Centerview Partners LLC, while Sullivan & Cromwell LLP is serving as legal counsel. Credit Suisse is acting as inVentiv’s financial adviser and Weil, Gotshal & Manges LLP is serving as legal counsel.

The transaction is expected to be completed in the second half of 2017 and is subject to approval by INC Research shareholders, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the satisfaction of other regulatory requirements and other customary closing conditions.

Mr Bell concluded: “This merger has significant client advantages as it deepens our scale, scope and therapeutic expertise. We have long-admired INC Research and this is an exciting opportunity to bring together two best-in-class, industry-leading teams who share the commitment to shorten the distance from lab to life.”

Fraser Tennant