Syneos Health to be Acquired for Approximately $7.1 Billion

Syneos Health, Inc. recently announced it has entered into a definitive agreement to be acquired by a consortium of private investment firm affiliates composed of Elliott Investment Management, Patient Square Capital, and Veritas Capital for $43 per share in cash in a transaction valued at approximately $7.1 billion, including outstanding debt.

The purchase price represents a 24% premium to Syneos Health’s unaffected closing stock price on February 13, 2023, the last trading day prior to media speculation regarding the company.

“This agreement is the culmination of a comprehensive review of opportunities available to Syneos Health, including interest from multiple parties with the assistance of independent financial and legal advisors. The Syneos Health Board of Directors unanimously determined that this all-cash transaction maximizes value for our shareholders and is in the best interests of the company and all stakeholders,” said John Dineen, Chair of the Syneos Health Board of Directors. “The company has a strong operating foundation, differentiated, integrated solutions ,and a focus on being committed to customers. We believe this transaction will enable Syneos Health to continue to accelerate its growth strategy, enhance customer delivery, and evolve the organization toward a tech-enabled future.”

“We have long appreciated Syneos Health’s leadership position in serving large pharma and biotech customers globally, across both clinical development and commercialization,” added Senior Portfolio Manager, Marc Steinberg, on behalf of Elliott. “Syneos Health is at an important stage in its evolution. We look forward to partnering with Patient Square and Veritas, as well as the talented team at Syneos Health, to further reinforce the company’s core capabilities and help drive its next phase of growth.”

“Based on first-hand experience in the industry, we are huge believers in the value that contract research and commercial organizations provide to their clients by accelerating and maximizing the likelihood of clinical success and optimizing a product’s potential to impact patients,” said Jim Momtazee, Managing Partner of Patient Square. “We have followed the journey of Syneos Health for years and believe the company and its world-class employees provide a strong foundation to build upon, always providing unparalleled service to clients.”

“Syneos Health provides mission-critical clinical research and commercialization services to leaders in the biopharmaceutical space,” said Ramzi Musallam, CEO and Managing Partner of Veritas. “Consistent with our successful history of transforming businesses in the healthcare ecosystem, and in partnership with the Syneos Health team and the consortium, Veritas looks forward to driving investment in the Company to underscore Syneos Health’s position as a market leader and to enhance its ability to deliver medical innovations to patients across the globe.”

Completion of the transaction is expected in the second half of 2023, subject to the approval of Syneos Health shareholders and the satisfaction of other customary closing conditions, including regulatory approvals. The Syneos Health Board of Directors unanimously approved the merger agreement and intends to recommend that Syneos Health shareholders vote in favor of it at a Special Meeting of Stockholders, to be scheduled as soon as practicable.

The transaction is not subject to a financing condition. Goldman Sachs Bank USA, UBS Investment Bank, RBC Capital Markets, BMO Capital Markets, HSBC Securities (USA) Inc., Wells Fargo Bank, NA, Citigroup, Jefferies LLC, Macquarie Capital, Natixis, and Truist Securities have provided committed financing for the transaction.

Upon completion of the transaction, Syneos Health will become a private company and shares of Syneos Health Class A common stock will no longer trade on the Nasdaq. The company expects to maintain its headquarters in Morrisville, NC.

Syneos Health is a leading fully integrated biopharmaceutical solutions organization built to accelerate customer success. We translate unique clinical, medical affairs and commercial insights into outcomes to address modern market realities. We bring together a talented team of professionals, who work across more than 110 countries, with a deep understanding of patient and physician behaviors and market dynamics. Together we share insights, use the latest technologies and apply advanced business practices to speed our customers’ delivery of important therapies to patients. Syneos Health supports a diverse, equitable and inclusive culture that cares for colleagues, customers, patients, communities and the environment. For more information, visit syneoshealth.com.

Elliott Investment Management L.P. manages approximately $55.2 billion of assets as of December 31, 2022. Founded in 1977, it is one of the oldest investment managers of its kind under continuous management. The Elliott funds’ investors include pension plans, sovereign wealth funds, endowments, foundations, funds-of-funds, high net worth individuals and families, and employees of the firm.

Patient Square Capital (www.patientsquarecapital.com) is a dedicated health care investment firm that partners with best-in-class management teams whose products, services and technologies improve health. Patient Square utilizes deep industry expertise, a broad network of relationships and a partnership approach to make investments in companies grow and thrive. Patient Square invests in businesses that strive to improve patient lives, strengthen communities, and create a healthier world.

Veritas is a longstanding technology investor with over $40 billion of assets under management and a focus on companies operating at the intersection of technology and government. The firm invests in companies that provide critical products, software, and services, primarily technology and technology-enabled solutions, to government and commercial customers worldwide. Veritas seeks to create value by strategically transforming the companies in which it invests through organic and inorganic means. Leveraging technology to make a positive impact across vitally important areas, such as healthcare, education, and national security, is core to the firm. Veritas is a proud steward of national assets, improving the quality of healthcare while reducing cost, advancing our educational system, and protecting our nation and allies. For more information, visit www.veritascapital.com.