Research Triangle Park, NC - Nov. 29, 1996 - Quintiles Transnational Corp. (Nasdaq: QTRN) today became the world's largest full-service contract pharmaceutical and healthcare company with the addition of Innovex Ltd. to its global family of companies.
By combining its business with Innovex, Quintiles is the first company to provide global, integrated outsourcing services to the pharmaceutical, biotech and healthcare industries, and to governments. Now Quintiles can provide a full spectrum of product development services, healthcare consulting and marketing and sales services.
In the transaction completed today, Quintiles acquired all of Innovex stock in exchange for approximately 9.2 million shares of Quintiles stock and options to purchase approximately 800,000 shares of Quintiles in a pooling of interests transaction. Quintiles also agreed to retire approximately $60 million of existing Innovex obligations. Combined, the two companies have almost 7,000 employees in more than 60 operating units in 20 countries.
"This merger takes us to a new level of industry leadership, corporate growth and scientific and commercial excellence," said Quintiles Transnational Corp. Chairman and CEO Dennis Gillings, Ph.D. "Both Quintiles and Innovex started small and have grown rapidly. We intend to maintain the `small company' flexibility and responsiveness that clients value while offering the experience and expertise of a larger company."
Innovex specializes in supplementing the sales and marketing of drugs for many of the leading 25 pharmaceutical companies on a global basis. Its clinical research and contract-selling activities are concentrated during the peri-marketing phase of two years pre- and two years post-regulatory approval to market a product. Innovex has about 3,700 employees in the United Kingdom, continental Europe and the United States.
"Our core business -- what we believe we do better than anyone else -- is compressing the time it takes to bring new drugs to patients earlier," said Innovex Chairman Barrie Haigh. "This merger creates immediate and exciting new opportunities for Innovex and Quintiles to better serve our customers, while enhancing our already excellent core capabilities."
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. The 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.
The combined company will be chaired by Gillings, who also will continue as Chief Executive Officer. Quintiles' new company structure features three divisions, all reporting to President and Chief Operating Officer Santo J. Costa. Haigh will become Vice Chairman and 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. Current Quintiles Chief Financial Officer Rachel Selisker will serve in that role for the combined company.
As part of the proposed transaction, the company has entered into employment or non-competition agreements with Haigh, Knott, and certain other Innovex management. The Innovex shareholders received unregistered shares at closing, which may not be offered or sold in the U.S. or to a U.S. person absent registration or an applicable exemption from registration. As part of the transaction, Innovex shareholders received certain registration rights commencing during the first quarter of 1997, subject to market conditions and other customary limitations.
Quintiles announced last week the completion of the acquisition of BRI International, Inc., one of the 10 largest CROs in the world and the leading medical device CRO.
Quintiles is a full-service contract pharmaceutical and healthcare company. It offers globally integrated research, product development, marketing and consulting services to the healthcare industry and governments. The company's core competencies include clinical research and data management, pharmaceutical sales and marketing, and consulting on healthcare policy, disease management and regulatory issues. Quintiles is headquartered near Research Triangle Park, NC.
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, 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. Additional factors that could cause actual results to differ materially are discussed in the company's recent Form 10-Q for the third quarter and other filings with the Securities and Exchange Commission.