PPD (NYSE:PPDI) will have no other acquirers trying to top the $3.9 billion bid for the clinical research organization from private equity firms The Carlyle Group and Hellman & Friedman.
Just one party entered into the same confidentiality agreements that Carlyle and H&F agreed to in order to begin acquisition talks with the CRO. But according to securities documents filed late last week, that unidentified party told PPD’s financial representative Morgan Stanley on Oct. 18 that it would not be submitting an acquisition proposal.
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On Oct. 2, PPD entered into an agreement to sell the company to Carlyle and H&F for $3.9 billion, or $33.25 per share, a 29.6 percent premium to the closing price of PPD stock on Sept. 30, the last full trading day before the M&A deal was announced. The sale agreement includes a “go-shop” provision that allows PPD to seek higher offers submitted within 30 days of the Oct. 2 merger agreement. Morgan Stanley conducted the go-shop process for PPD. The firm contacted 22 parties: nine companies and 13 financial entities. Those parties include competitor CROs that were previously excluded from the initial bidding.
With no other bids emerging, the M&A deal now needs approval of PPD shareholders. Morgan Stanley has recommended that the company proceed with the acquisition, deeming the $33.25 per share bid a fair offer. PPD’s board of directors also recommends that shareholders approve the deal. A shareholders meeting to consider and vote on the sale is scheduled for Nov. 29 at PPD’s Wilmington, North Carolina headquarters.
