PPD (NYSE:PPDI), among the largest clinical research organizations in the industry, is on its way to becoming a private company.
Shareholders voted to approve the $3.9 billion sale of the Wilmington, North Carolina-based CRO to private equity firms The Carlyle Group and Hellman & Friedman. PPD said that more than 96 percent of shares voting at a special shareholders meeting Wednesday voted for the deal, representing 75.6 of the total outstanding shares of common stock.
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PPD shareholders also gave nonbinding, advisory approval of compensation packages that would be awarded to company executives upon completion of the sale. PPD founder, former CEO and current Chairman Fred Eshelman, CEO Ray Hill and former CEO David Grange are among the executives who would receive $21.2 million in “golden parachute” compensation. Grange retired from PPD in May, but has continued to have a consulting role at the company.
PPD in October announced the preliminary agreement to sell the company to Carlyle and H&F. A 30-day period in which the company could seek superior bids for the company yielded no other offers. The $3.9 billion cash deal values PPD at $33.25 per share. Several shareholder lawsuits have been filed against PPD executives and board members claiming that the company did not open up the bidding process to enough potential suitors, which limited the competitiveness of the bidding and reduced the value of the ultimate bid. But PPD is in settlement talks with those parties.
It is still unclear whether Hill, who became PPD’s new CEO in September, will have a role at the company. PPD disclosed in an updated proxy statement that Hill’s first contact with PPD was in June, which coincides with the start of internal company discussions about a possible sale of the firm to private equity. Hill had met with Carlyle representatives in August but did not discuss his employment or severance agreements with the private equity firm. Hill and PPD agreed that because the potential sale would be completed so soon after Hill’s hiring, the equity awards he was set to receive upon hiring would not be included in the golden parachute. He is, however, eligible for $3 million in cash payments.
PPD said in securities filings that through Nov. 11, no members of PPD’s management team have discussed or modified their severance agreements in connection with the sale of the company and none of them have been offered jobs under the new owners. But PPD said that these discussions with management are expected to start prior to the closing of the deal.
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The transaction is expected to close by the end of the year.
