SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
March 2, 1998
PAREXEL International Corporation
(Exact Name of Registrant as Specified in Charter)
Massachusetts 0-27058 04-2776269
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification
No.)
incorporation)
195 West Street, Waltham, Massachusetts 02154
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (781) 487-9900
Not Applicable
(Former Name or Former Address, if Changed Since Last Report).
Item 5. Other Events.
On March 2, 1998, the Company issued two press releases, copies of
which are attached as Exhibits 99.1 and 99.2 to this Current Report on Form
8-K.
Item 7. Financial Statements and Exhibits.
Exhibit No. Exhibit
99.1 Press release of the Company dated March 2, 1998
99.2 Press release of the Company dated March 2, 1998
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
PAREXEL International Corporation
Dated: March 2, 1998 By: /s/William T. Sobo, Jr.
William T. Sobo, Jr., Senior
Vice President, Chief
Financial Officer,
Treasurer and Clerk
EXHIBIT INDEX
Exhibit No. Description
99.1 Press release of the Company dated March 2, 1998
99.2 Press release of the Company dated March 2, 1998
424MTH6463/1.483427-1
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
CONTACTS: Bill Sobo, Senior Vice President, Chief Financial Officer
Virginia Lacke, Investor Relations
(781) 487-9904, ext. 4118
PAREXEL ACQUIRES LEADING INTERNATIONAL
CONTRACT MARKETING SERVICES COMPANY
Boston, MA, March 2, 1998 - PAREXEL International Corporation (Nasdaq:
PRXL) announced today that it has significantly enhanced its Contract
Marketing Services (CMS) business through the acquisitions of PPS Europe
Limited and Genesis Pharma Strategies Limited, collectively referred to as
"PPS." Founded in 1986 and with a team of over 250 medical, marketing and
communications experts located in four offices in the U.K. and Eastern
U.S., PPS represents one of the largest physician-focused marketing and
clinical communications firms servicing the international pharmaceutical
industry.
Josef von Rickenbach, Chairman and CEO of PAREXEL, commented, "This marks
an important step in the execution of PAREXEL's strategy to assist clients
in achieving optimal market penetration for their products by providing
customized, integrated and expertise-based product development and product
launch services around the world. The joining of PAREXEL, the third
largest contract research organization in the world, and PPS, a premier
contract marketing organization, creates a combined international
organization capable of leveraging complementary skill sets and expertise
to improve the R&D and Marketing interface for the benefit of clients."
PPS generated net revenue of $27 million in 1997; as a result, total
annualized revenue of PAREXEL's worldwide CMS business now exceeds $55
million.
In connection with these poolings of interests transactions, PAREXEL issued
approximately 2.9 million shares of its common stock in exchange for all of
the outstanding stock of PPS. The Company also issued stock options to,
and entered into employment agreements with, certain key employees of PPS.
A. Joseph Eagle, Chairman and Managing Director of PPS, has been appointed
to PAREXEL's Board of Directors and named President of PAREXEL's CMS
business. Historical financial results of PAREXEL will be restated to
include the results of operations of PPS, and the Company expects to record
nonrecurring acquisition-related charges of approximately $6 million in the
March 1998 quarter.
In order to create momentum in the marketplace in preparation for product
launch, PPS provides comprehensive, value-added market development, product
management, and targeted communications support to leading pharmaceutical
and biotechnology companies throughout the U.S. and Europe. It specializes
in gathering, analyzing, and interpreting scientific data for delivery of
customized messages to targeted audiences, most notably, medical opinion
leaders, purchasing groups, and increasingly patient and internal sales
organizations of international pharmaceutical companies. It develops and
prepares the market, profiles and positions new products, and builds value
for clients' products in relation to existing therapies. Detailed services
include market planning and analysis, strategic consulting, product
profiling and positioning, branding, scientific writing and publishing of
medical texts and journals, management of international physician symposia,
accredited continuing medical education (CME) and training programs,
promotional material production, and multimedia communications including
Intranet and Internet development.
The success of PPS is largely attributed to its strong relationships with
international opinion leaders in key therapeutic areas, who champion
clients' products and drive market share. PPS annually manages more than a
dozen strategic communications programs and eighty international symposia
and congresses on four continents. It brings extensive experience in such
therapeutic areas as cardiovascular, central nervous system, infectious
disease, oncology, migraine, immunology, and peripheral vascular disease.
Evidence of its creative talents, PPS invented the now popular PosterMazer
concept for exhibition booths, which uses a series of scientific panels and
audio tapes to present a coherent, comprehensive story about a specific
disease state or product, and produced the first full-motion medical CD-i
disk for a top-ten pharmaceutical company.
"Priming the marketplace for the introduction of a new pharmaceutical
product begins in the early stages of clinical development, well before
product approval, and requires extensive scientific and therapeutic area
knowledge," offered A. Joseph Eagle, Chairman and Managing Director of PPS.
"Early in our discussions with PAREXEL, it became obvious that our
organizations were pursuing very similar strategies in the product launch
arena in response to tremendous market opportunities. PAREXEL is rich in
ingredients critical for aggressively growing our business, including long-
standing relationships with world-class pharmaceutical clients and
physician thought leaders, a far-reaching global infrastructure,
outstanding clinical research, data management and regulatory expertise,
and a complementary set of existing CMS services through its domestic
Medical Marketing Services unit which provides us greater post-launch
capability."
Industry analysts estimate that the worldwide pharmaceutical and
biotechnology industries spent over $35 billion on research and development
in 1997, and an equal or greater amount on marketing and sales activities.
In recent years, these spending levels have grown in excess of 10% per
year, and analysts expect comparable growth levels in the foreseeable
future. Equally important, sponsor companies are increasingly partnering
with contract research and contract marketing firms as a means of accessing
immediate, flexible, value-added resources to realize their aggressive
global development and revenue goals and ultimately gain competitive
advantage.
"Given the dynamics of the pharmaceutical industry, I am convinced that
PAREXEL's focus on seamlessly delivering a full spectrum of knowledge
intensive services, ranging from first-in-human clinical studies through
product launch, will be highly regarded by clients as they strive to
register and launch multiple products simultaneously around the world and
explore more creative, cost-effective ways to develop and promote their
products in the marketplace," concluded Josef von Rickenbach. "PPS is the
ideal partner for offering these synergistic marketing services to our
clients internationally, and brings qualities and competencies to PAREXEL
that build on our commitment to innovation, global orientation, sound
management, and dedication to excellence."
PAREXEL is a leading contract research and contract marketing organization
providing a broad range of knowledge-based outsourcing services to the
worldwide pharmaceutical, biotechnology and medical device industries.
Over the past fifteen years, PAREXEL has developed significant expertise in
clinical trials management, data management, biostatistical analysis,
contract marketing, clinical pharmacology, regulatory and medical
consulting, industry training and publishing, and other drug development
consulting services. The Company's integrated services, therapeutic area
depth, and sophisticated information technology, along with its experience
in global drug development and product launch services, represent key
competitive strengths. Headquartered near Boston, MA, PAREXEL has 41
offices with staff located throughout 24 countries around the world.
This release may contain statements which may be "forward-looking"
statements under federal law. The Company's actual results may differ
significantly from the results discussed in the forward-looking statements.
Factors that might cause such a difference include, but are not limited to:
risks associated with the loss or delay of large contracts; the Company's
dependence on certain industries and clients; management of growth and the
ability to attract and retain employees; acquisitions; integration of newly
acquired businesses; government regulation of certain industries and
clients; and competition or consolidation within the industry. These
factors and others are discussed more fully in the section entitled "Risk
Factors" of the Company's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1997.
EXHIBIT 99.2
FOR IMMEDIATE RELEASE
CONTACTS: Bill Sobo, Senior Vice President, Chief Financial Officer
Virginia Lacke, Investor Relations
(781) 487-9904, ext. 4118
PAREXEL ACQUIRES MIRAI B.V. AND LOGOS GmbH
-- Significantly Expands Presence and Capabilities across Europe --
Boston, MA, March 2, 1998 -- PAREXEL International Corporation (Nasdaq:
PRXL) announced today uts acquisitions of two European-based pharmaceutical
outsourcing companies: MIRAI B.V., a full-service, multinational contract
research organization, formerly part of the VERUM alliance, and secondly,
LOGOS GmbH, a regulatory affairs consulting firm, based in Freiburg,
Germany, specializing in dossier preparation and marketing approval
submissions. With these acquisitions, PAREXEL has substantially reinforced
its core clinical research and consulting capabilities across Eastern,
Central and Northern Europe, thereby solidifying its position of strength
as one of the few truly global contract research and contract marketing
organizations.
PAREXEL issued approximately 775,000 shares of its common stock in exchange
for all of the outstanding stock of MIRAI and LOGOS. Both acquisitions
will be treated as poolings of interests for financial reporting purposes.
Net revenue of these companies aggregated $15 million in calendar year
1997, with combined headcount exceeding 200 individuals. Following these
transactions, PAREXEL's annualized net revenue derived from its European
operations approximates $100 million.
"PAREXEL's global competitive position is significantly enhanced through
these acquisitions, and we are delighted to welcome the MIRAI and LOGOS
employees to the Company," said Barry R. Philpott, President of European
Operations at PAREXEL. "We remain committed to building critical mass and
expertise in our contract research, contract marketing and consulting
businesses in key geographies around the world, fostering optimal client
service, communication and responsiveness which are hallmarks of PAREXEL."
Founded in 1988 and based in Amsterdam, MIRAI and its subsidiaries, TIL
OCCAM Ltd. and MEDSTAT RESEARCH A/S, operate offices throughout The
Netherlands, Norway, Poland, Lithuania, Hungary, Czechia, Russia, and the
U.K. Although PAREXEL has managed clinical programs in all of these
countries, MIRAI brings to PAREXEL a well-established presence and
reputation in such locations as Central and Eastern Europe, including
Russia, and the Benelux, Scandinavian and Baltic countries, which are
attractive regions for conducting clinical research providing access to
desirable patient groups and interested, qualified clinicians. MIRAI has
developed a reputation for effectively integrating knowledge and management
of the global registration process, good clinical practice (GCP) and
standard operating procedures with strong relationships, service and
expertise at the national level.
MIRAI has become a leader in managing large, international, multicenter
Phase II-IV clinical trials for pharmaceutical, biotechnology and medical
device companies, with demonstrated strength in patient and investigator
recruitment, clinical monitoring, biostatistics and data management, and
regulatory consulting. It has extensive experience in key therapeutic
areas, including cardiovascular, central nervous system, infectious
disease, endocrinology, and oncology. MIRAI also maintains an alliance
with TOHO Pharmaceutical, one of the largest Japanese pharmaceutical
wholesalers which owns the Tokyo Research Center of Clinical Pharmacology.
This relationship serves to augment PAREXEL's expertise and resources in
the Asia Pacific region where it currently has offices in Kobe/Osaka and
Tokyo.
"We look forward to the new growth opportunities arising from our merger
with PAREXEL, a clear leader in the industry," offered Els van der Linden,
Managing Director of MIRAI. "We are eager to make a difference in the
Company's pursuit of a global, expertise-focused strategy, and feel that as
a combined group, we are primed to be a major force in the European
marketplace."
Founded in 1980 by Dr. med. Dieter Russmann, LOGOS is a leading provider of
regulatory services to pharmaceutical manufacturers, assisting them with
the technical and time-consuming process of registering and marketing a
broad range of products. It maintains a library of scientific
documentation on over four hundred chemical entities, which it compiles and
analyzes for inclusion in marketing authorization dossiers, scientific
publications, training materials, and product information for physicians,
patients, and pharmacists. Other services provided by LOGOS include
strategic consulting, clinical monitoring, quality assurance, and the
planning and evaluation of bioequivalence/bioavailability studies.
Dr. med. Dieter Russman, Managing Director of LOGOS, commented, "Given our
long-standing relationships with local regulators and opinion leaders,
knowledge-intensive service offerings, and extensive translation
capabilities, we are pleased to align with PAREXEL, and are committed to
helping our new and existing clients expedite the regulatory and market
approval processes for their pharmaceutical products."
PAREXEL is a leading contract research and contract marketing organization
providing a broad range of knowledge-based outsourcing services to the
worldwide pharmaceutical, biotechnology and medical device industries.
Over the past fifteen years, PAREXEL has developed significant expertise in
clinical trials management, data management, biostatistical analysis,
contract marketing, clinical pharmacology, regulatory and medical
consulting, industry training and publishing, and other drug development
consulting services. The Company's integrated services, therapeutic area
depth, and sophisticated information technology, along with its experience
in global drug development and product launch services, represent key
competitive strengths. Headquartered near Boston, MA, PAREXEL has 41
offices with staff located throughout 24 countries around the world.
This release may contain statements which may be "forward-looking"
statements under federal law. The Company's actual results may differ
significantly from the results discussed in the forward-looking statements.
Factors that might cause such a difference include, but are not limited to:
risks associated with the loss or delay of large contracts; the Company's
dependence on certain industries and clients; management of growth and the
ability to attract and retain employees; acquisitions; integration of newly
acquired businesses; government regulation of certain industries and
clients; and competition or consolidation within the industry. These
factors and others are discussed more fully in the section entitled "Risk
Factors" of the Company's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1997.
