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MARCIA FREDERICK
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mfrederick@inventivhealth.com
Press Releases
inVentiv Health, Inc. Announces Stockholder Approval of Merger Agreement with Affiliates of Thomas H. Lee Partners
SOMERSET, N.J. - July 21, 2010 - inVentiv Health, Inc. (NASDAQ: VTIV) ("inVentiv"), a leading provider of end-to-end clinical development, launch and commercialization services to the global pharmaceutical and healthcare industries, today announced that its stockholders approved the proposal to adopt the previously announced agreement and plan of merger, dated May 6, 2010, providing for the acquisition of inVentiv Health, Inc. by inVentiv Group Holdings, Inc. (formerly Papillon Holdings, Inc.), an entity created by certain affiliates of Thomas H. Lee Partners, L.P. (THL).
The affirmative vote of the holders of a majority of the outstanding shares of common stock of inVentiv was required to approve the proposal to adopt the merger agreement. According to the final tally of shares voted, approximately 74% of the outstanding shares of inVentiv common stock as of the close of business on June 15, 2010 (the record date) were voted to approve the proposal to adopt the merger agreement. Of the shares that were voted at the meeting, approximately 99% were voted to approve the proposal to adopt the merger agreement.
All approvals or consents required to consummate the merger under U.S. antitrust laws have been obtained or made, and accordingly, the related condition to the consummation of the merger set forth in the merger agreement has been fully satisfied. The consummation of the merger remains subject to the satisfaction or waiver of certain additional closing conditions set forth in the merger agreement and discussed in detail in the Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission by inVentiv on June 17, 2010. It is anticipated that the transaction will close in early August.
Akerman Senterfitt LLP is acting as legal advisor to inVentiv. Goldman Sachs acted as financial advisor and Richards, Layton & Finger, P.A. is acting as legal advisor to the special committee of inVentiv's board of directors. Ropes & Gray LLP is acting as legal advisor to THL.
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks that may cause inVentiv Health's performance to differ materially. Such risks include, without limitation: our ability to sufficiently increase our revenues and maintain or decrease expenses and cash capital expenditures to permit us to fund our operations; our ability to continue to comply with the covenants and terms of our credit facility and to access sufficient capital to fund our operations; our ability to grow our existing client relationships, obtain new clients and cross-sell our services; our ability to successfully operate new lines of business; our ability to manage our infrastructure and resources to support our growth; our ability to successfully identify new businesses to acquire, conclude acquisition negotiations and integrate the acquired businesses into our operations; any disruptions, impairments, or malfunctions affecting software as well as excessive costs or delays that may adversely impact our continued investment in and development of software; the potential impact of government regulation on us and on our clients base; our ability to comply with all applicable laws as well as our ability to successfully implement from a timing and cost perspective any changes in applicable laws; our ability to recruit, motivate and retain qualified personnel, including sales representatives; the actual impact of the adoption of certain accounting standards; our ability to maintain technological advantages in a variety of functional areas, including sales force automation, electronic claims surveillance and patient compliance; changes in trends in the healthcare and pharmaceutical industries or in pharmaceutical outsourcing; and our inability to determine the actual time at which the liquidation of the Columbia Strategic Cash Portfolio will be completed or the total losses that we will actually realize from that investment vehicle. . Readers of this press release are referred to documents filed from time to time by inVentiv Health Inc. with the Securities and Exchange Commission for further discussion of these and other factors.
