Research Triangle Park, NC - October 7, 1996 - Quintiles Transnational Corp. (Nasdaq: QTRN) announced today the signing of a definitive share exchange agreement with the shareholders of Innovex Ltd., an international contract pharmaceutical organization based in Marlow, United Kingdom. If the agreement is completed, Quintiles would have the broadest array of services to meet the needs of the pharmaceutical and other healthcare sectors. With the Innovex alliance, Quintiles could expand its full-service capabilities beyond development of drugs and offer its customers sales and marketing services. This combination would create the world's first and largest full-service contract pharmaceutical and healthcare company.
The agreement calls for an exchange of all of Innovex stock for 10 million shares of Quintiles stock in a pooling of interests transaction. If the deal closes, Quintiles plans to retire approximately $60 million of existing Innovex obligations. Completion of the agreement, which is subject to Quintiles shareholder approval and regulatory approval, is expected later this year.
Innovex is believed to be the largest privately held contract pharmaceutical organization in the world with more than 3,200 employees in the U.K., continental Europe and the United States. The company's core competencies focus on supplementing the sales and marketing of drugs for many of the leading 25 pharmaceutical companies on a global basis. Innovex's clinical research and contract-selling activities are concentrated during the peri-marketing phase of two years pre- and two years post-regulatory approval. Innovex's expertise would be highly synergistic with and complementary to Quintiles' global clinical research and data management capabilities. With Innovex, Quintiles could supplement its strong revenue growth derived from its core development business with a new avenue of strong revenue growth derived from sales and marketing.
Innovex recorded net revenue of $129.1 million for its fiscal year ending March 31, 1996, and $80.4 million for its year ending March 31, 1995, a 61 percent growth rate. Quintiles reported net revenue of $156.4 million for its fiscal year ending December 31, 1995, and net revenue of $90.1 million for the year ending December 31, 1994, a 74 percent growth rate. Quintiles' annual growth rate has averaged more than 50 percent for the last five years. The proposed combination of the two companies, both of which have excellent profit records, is expected to be accretive to earnings per share by approximately 5 to 7 cents for 1997. Quintiles expects to take a one-time charge related to the transaction; the amount has not been determined.
"This is fundamentally a growth transaction because of the opportunities that exist in pharmaceutical outsourcing and healthcare today," said Quintiles Transnational Corp. Chairman and CEO Dennis Gillings, Ph.D. "We aim to be aggressive about competing for market share and we believe we are ahead of our competition. The combined company of Quintiles and Innovex, if the deal is completed, would be the largest and fastest-growing services company in this arena. We will provide a unique configuration of services to the pharmaceutical and healthcare sectors, comprising a broader spectrum than any other service company."
With Innovex, the integration of the development and promotion functions allows Quintiles to help its clients achieve and maximize faster the keys to the success of a drug -- including superior claims, broader indications and improved convenience. The coordination of delivery and promotion also allows Quintiles to integrate better the data generated from the two functions toward the formation of outcomes research and disease management initiatives.
Senior management at both companies have enthusiastically endorsed what Innovex Chairman Barrie Haigh called "the unbeatable mix of Quintiles' scientific strength with Innovex's global commercialization strengths -- a mix of enormous benefit to our customers. Our sales and marketing services have been the fastest-growing segment of our business. Together with Quintiles' full-service systems, we would open up exciting new business development avenues."
The combined company would be chaired by Dennis Gillings who would also continue as Chief Executive Officer. Quintiles' new company structure would have three divisions, all of which would report to President and Chief Operating Officer Santo J. Costa. Current Quintiles Chief Financial Officer Rachel Selisker would serve in that role for the combined company. Barrie Haigh would serve as Vice Chairman and would oversee the business development function for all divisions. Haigh and current Innovex Group Finance Director Paul Knott are expected to be named to the Quintiles Transnational Corp. Board of Directors.
As part of the proposed transaction, the company is expected to enter into employment and non-competition agreements with Haigh, Knott, and certain other Innovex management. The Innovex shareholders will receive unregistered shares at closing but will receive certain registration rights commencing during the first quarter of 1997, subject to market conditions and other customary limitations.
Quintiles recently announced the signing of a definitive agreement to acquire BRI International, a contract research organization headquartered in Arlington, VA, with 445 employees. BRI's net revenues for the fiscal years ending November 30, 1995, and November 30, 1994, were respectively, $42.6 million and $28.6 million, reflecting a 49 percent growth rate. Among its other services, BRI offers the world's largest outsourcing capability to the medical device industry. The transaction is expected to close later this year and could add up to 5 cents to Quintiles' earnings per share in 1997.
Quintiles' worldwide services encompass healthcare product development and information management. Quintiles offers globally integrated research and development and strategic consulting services to pharmaceutical, biotechnology, medical device, and healthcare management industries, as well as to local and national governments. The company's core competencies include clinical research and data management, and consulting on healthcare policy, disease management and regulatory issues. Quintiles is headquartered near Research Triangle Park, NC, and has 41 operating units in 19 countries.
Information in this press release contains "forward-looking statements." These statements involve risks and uncertainties that could cause actual results to differ materially, including without limitation, whether the proposed share exchanges actually occur, the ability of the combined businesses to be integrated with Quintiles' current operations, actual operation performance, the ability to maintain large client contracts or to enter into new contracts, and the actual costs of the combining of the businesses.